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FORM 10-Q
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
JULY 3, 1998
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
COMMISSION FILE NUMBER 1-5492-1
NASHUA CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 02-0170100
(State of Incorporation) (IRS Employer Identification No.)
44 FRANKLIN STREET 03061-2002
NASHUA, NEW HAMPSHIRE (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (603) 880-2323
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days.
YES X NO
----- -----
Indicate the number of shares outstanding of each of the issuer's classes of
Common Stock, as of the latest practicable date.
AS OF AUGUST 4, 1998, THE COMPANY HAD 6,745,303 SHARES OF COMMON STOCK,
EXCLUDING 24,094 SHARES IN TREASURY, PAR VALUE $1 PER SHARE, OUTSTANDING.
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
NASHUA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
July 3, 1998 December 31,
ASSETS: (Unaudited) 1997
- ------- ----------- ------------
Cash and cash equivalents $ 43,983 $ 3,736
Accounts receivable 17,934 14,915
Inventories
Materials and supplies 4,426 6,196
Work in process 1,894 3,650
Finished goods 7,504 4,791
--------- --------
13,824 14,637
Other current assets 12,795 12,362
Net current assets of discontinued operations -- 120
--------- --------
Total current assets 88,536 45,770
--------- --------
Plant and equipment 80,439 81,020
Accumulated depreciation (40,679) (40,605)
--------- --------
39,760 40,415
--------- --------
Intangible assets 2,005 2,010
Accumulated amortization (1,323) (1,081)
--------- --------
682 929
--------- --------
Investment in unconsolidated affiliate 4,448 7,524
Other assets 12,382 10,930
Net non-current assets of discontinued operations -- 41,194
--------- --------
Total assets $ 145,808 $146,762
========= ========
LIABILITIES AND SHAREHOLDERS' EQUITY:
- -------------------------------------
Current maturities of long-term debt $ 511 $ 511
Accounts payable 8,182 12,595
Accrued expenses 15,087 13,772
Income taxes payable 5,235 --
--------- --------
Total current liabilities 29,015 26,878
--------- --------
Long-term debt 1,277 3,489
Other long-term liabilities 20,880 21,373
--------- --------
Total long-term liabilities 22,157 24,862
--------- --------
Common stock and additional capital 20,459 18,845
Retained earnings 74,935 76,935
Treasury stock, at cost (758) (758)
--------- --------
Total shareholders' equity 94,636 95,022
--------- --------
Commitments and contingencies
Total liabilities and shareholders' equity $ 145,808 $146,762
========= ========
The accompanying notes are an integral part of the condensed consolidated
financial statements.
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NASHUA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
(UNAUDITED)
(In thousands, except per share data) Three Months Ended Six Months Ended
------------------------ ----------------------
July 3, June 27, July 3, June 27,
1998 1997 1998 1997
------- -------- ------- -------
Net sales $40,081 $43,226 $84,567 $87,657
Cost of products sold 30,882 32,936 65,617 67,166
------- ------- ------- -------
Gross margin 9,199 10,290 18,950 20,491
Research, selling, distribution and
administrative expenses 10,452 12,018 20,944 23,582
Restructuring and other unusual items - 2,754 - 2,754
Equity in net (income) loss of Cerion Technologies 2,813 (3) 3,076 (28)
Interest expense 109 21 222 78
Interest income (669) (87) (677) (264)
------- ------- ------- -------
Loss from continuing operations before income
tax benefit (3,506) (4,413) (4,615) (5,631)
Income taxes (benefit) (1,245) (1,540) (1,711) (1,917)
------- ------- ------- -------
Loss from continuing operations (2,261) (2,873) (2,904) (3,714)
Income (loss) from discontinued operation, net of taxes - 932 (148) 380
Gain on disposal of discontinued operation, net of taxes 1,052 - 1,052 -
------- ------- ------- -------
Net loss (1,209) (1,941) (2,000) (3,334)
Retained earnings, beginning of period 76,144 84,364 76,935 85,757
------- ------- ------- -------
Retained earnings, end of period 74,935 82,423 74,935 82,423
======= ======= ======= =======
Earnings per share:
Income (loss) from continuing operations $ (.35) $ (.45) $ (.45) $ (.58)
Income (loss) from discontinued operation - .15 (.02) .06
Gain on disposal of discontinued operation .16 - .16 -
------- ------- ------- -------
Net loss per common share $ (.19) $ (.30) $ (.31) $ (.52)
======= ======= ======= =======
Average common shares 6,475 6,411 6,437 6,397
======= ======= ======= =======
Income (loss) per common share from
continuing operations assuming dilution $ (.35) $ (.45) $ (.45) $ (.58)
======= ======= ======= =======
Net income (loss) per common share assuming dilution $ (.19) $ (.30) $ (.31) $ (.52)
======= ======= ======= =======
Average common and potential common shares 6,475 6,411 6,437 6,397
======= ======= ======= =======
The accompanying notes are an integral part of the condensed consolidated
financial statements.
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NASHUA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In thousands)
Six Months Ended
-----------------------
July 3, June 27,
1998 1997
------- --------
Cash flows from operating activities of continuing operations:
Net loss $(2,000) $ (3,334)
Adjustments to reconcile net loss to cash provided by
(used in) continuing operating activities:
Depreciation and amortization 3,473 5,471
Equity in net (income) loss of Cerion Technologies 3,076 (28)
Gain on sale of discontinued operation (1,052) --
Net change in working capital and other assets (9,881) (13,793)
------- --------
Cash used in continuing operating activities (6,384) (11,684)
------- --------
Cash flows from investing activities of continuing operations:
Investment in plant and equipment (3,042) (2,767)
Retirement of fixed assets -- (1,567)
------- --------
Cash used in investing activities of continuing operations (3,042) (4,334)
------- --------
Cash flows from financing activities of continuing operations:
Repayment of borrowings (2,212) (405)
Proceeds and tax benefits from shares issued under stock
option plans 1,614 157
------- --------
Cash used in financing activities of continuing operations (598) (248)
------- --------
Proceeds from the sale of discontinued operation 49,858 --
Cash provided by activities of discontinued operation 409 7,063
Effect of exchange rate changes on cash 4 (57)
------- --------
Increase (decrease) in cash and cash equivalents 40,247 (9,260)
Cash and cash equivalents at beginning of period 3,736 20,018
------- --------
Cash and cash equivalents at end of period $43,983 $ 10,758
======= ========
Interest paid $ 64 $ 127
======= ========
Income taxes paid $ 4,267 $ 2,408
======= ========
The accompanying notes are an integral part of the condensed consolidated
financial statements.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
EARNINGS PER COMMON AND COMMON EQUIVALENT SHARE
The Company adopted Statement of Financial Accounting Standards No. 128,
"Earnings per Share" for the Company's year ended December 31, 1997 financial
statements. As the Company has recorded net losses for the three and six month
periods ended July 3, 1998 and June 27, 1997, any common stock equivalents would
be antidilutive; therefore, Basic Earnings per Share and Diluted Earnings per
Share are equivalent under FAS 128.
COMMITMENTS AND CONTINGENCIES
In April 1994, Ricoh Company, Ltd. and Ricoh Corporation ("Ricoh") brought a
lawsuit in the United States District Court, District of New Hampshire
("District Court"), alleging the Company's infringement of the U.S. patents
4,611,730 and 4,878,603 relating to certain toner cartridges for Ricoh copiers.
In March 1997, the District Court decided to enjoin Nashua from manufacturing,
using or selling its NT-50 and NT-6750 toner cartridges. Sales of these products
in 1996 amounted to one percent of Nashua's total sales. The District Court left
the subject of damages, if any, to subsequent proceedings. The Company disagrees
with the District Court's decision and has appealed to the United States Court
of Appeals for the Federal Circuit ("Court of Appeals"). At the trial, Ricoh
alleged that its damages would be approximately $10 million as of the date of
the trial, and the Company alleged that such damages should be in the range of
$.1 million to $.4 million. Ricoh also is seeking treble damages and attorneys'
fees for willful infringement, but the Company believes an award for such
damages is unlikely. In June of 1998, the District Court appointed an expert
witness to provide expert testimony concerning the issue of damages. The Company
expects such expert testimony to be provided to the District Court during the
third quarter of 1998. Management believes that damages, if any, will not have a
material adverse effect on its consolidated financial position. The Company is
awaiting the District Court's decision on the issue of damages and the Court of
Appeal's decision in respect to the Company's appeal.
STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 133
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities." The statement is effective for years beginning after
June 15, 1999. FAS 133 requires that all derivative instruments be recorded on
the balance sheet at their fair value. Changes in the fair value of derivatives
are recorded each period in current earnings or other comprehensive income,
depending on whether a derivative is designated as part of a hedge transaction
and, if it is, the type of hedge transaction. Management of the Company
anticipates that, due to its limited use of derivative instruments, the adoption
of FAS 133 will not have a significant effect on the Company's results of
operations or its financial position.
RECLASSIFICATION
Certain amounts from the prior year have been reclassified to conform to the
current year presentation.
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STOCK OPTIONS
At July 3, 1998, options for 682,570 shares of common stock were outstanding.
Stock options for an additional 119,523 shares may be awarded under the
Company's 1996 Stock Incentive Plan.
SHAREHOLDER'S EQUITY
On June 24, 1998, the Company's Board of Directors authorized the repurchase
from time to time in the open market of up to one million shares of its common
stock, subject to financial and market conditions, Securities and Exchange
Commission rules and regulations and financial covenant limitations with the
Company's lender.
On June 24, 1998, the Company's Board of Directors amended the Company's
Shareholder Rights Plan adopted in July 1996. The amendment increases from 10
percent to 20 percent the beneficial stock ownership and tender offer threshold
at which preferred stock purchase rights would detach from the Company's common
stock and become exercisable.
BUSINESS CHANGES
On April 9, 1998, the Company completed the sale of its Photofinishing Group.
The Company received net proceeds of $49.9 million for the net assets of the
businesses and after recording taxes of $7.9 million, recorded a gain of $1.1
million. For the first six months of 1998, the Photofinishing Group had revenues
of $22 million. The gain on the sale and the results of operations are reported
as a discontinued operation.
On April 6, 1998, the Company transferred certain assets and licensed certain
technology related to its United Kingdom-based Microsharp imaging technology.
The Company expects to realize a small gain from the transaction upon
satisfaction of promissory notes received as part of the transaction and due
December 31, 1998. The Company's United States-based projection screen
development, now called Nashua Projection Systems, is continuing the process of
qualifying its products for rear projection applications.
OTHER
These condensed consolidated financial statements should be read in conjunction
with the consolidated financial statements and notes thereto contained in the
Company's Annual Report on Form 10-K for the year ended December 31, 1997.
In the opinion of management, the accompanying unaudited condensed consolidated
financial statements contain all adjustments, consisting of normal recurring
adjustments, necessary to present fairly the financial position as of July 3,
1998, the results of operations for the three and six month periods ended July
3, 1998 and June 27, 1997 and cash flows for the six month period ended July 3,
1998.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
CORPORATE MATTERS
On April 9, 1998, the Company completed the sale of its Photofinishing Group.
The Company received net proceeds of $49.9 million for the net assets of the
businesses and after recording taxes of $7.9 million, recorded a gain of $1.1
million. For the first six months of 1998, the Photofinishing Group had revenues
of $22 million. The gain on the sale and the results of operations are reported
as a discontinued operation.
On April 6, 1998, the Company transferred certain assets and licensed certain
technology related to its United Kingdom-based Microsharp imaging technology.
The Company expects to realize a small gain from the transaction upon
satisfaction of promissory notes received as part of the transaction and due
December 31, 1998. The Company's United States-based projection screen
development, now called Nashua Projection Systems, is continuing the process of
qualifying its products for rear projection applications.
The Company recognized a pretax loss of $2.8 million in the second quarter of
1998 related to the investment in Cerion Technologies, Inc. ("Cerion"). The loss
from the investment in Cerion included $2.3 million resulting from Cerion's
writedown of certain long-lived assets and the establishment of a reserve for
amounts due from one customer. On August 11, 1998, Cerion issued a press release
stating that difficult market conditions persisted during the second quarter
within the disk drive industry highlighted by product oversupply and severe
pricing pressures and further stating that it believes industry uncertainty will
continue to affect its financial performance and order volume. In addition, on
August 13, 1998, Cerion announced that it is actively seeking a buyer for its
business, the outcome of which may also affect the future value of the Company's
investment in Cerion.
RESULTS OF OPERATIONS
Sales of $40.1 million for the second quarter of 1998 reflected a 7.3 percent
decrease from sales of $43.2 million in the second quarter of 1997. The sales
decline resulted primarily from lower toner and paper volumes in the Imaging
Supplies Division and to a lesser extent from lower prices in the Label
Division, partially offset by increased volume of thermal and dry gummed papers
in the Specialty Coated Products Division. The decline in gross margin from the
second quarter of 1997 to the current quarter is primarily the result of lower
prices in the Label Division resulting from competitive market pressures. Sales
of $84.6 million for the first six months of 1998 million were 3.5 percent lower
than sales of $87.7 million for the comparable period in 1997, primarily as a
result of lower toner and paper volume in the Imaging Supplies Division which
were partially offset by increased thermal paper volume in the Specialty Coated
Products Division. The volume declines in the Imaging Supplies Division for the
second quarter and first six months of 1998, when compared to the same periods
of 1997, were largely attributable to the impact of weak Asian markets on
several key customers and reduction of volume in the dealer agent channel caused
by the delay in introduction of new products.
In the second quarter of 1998, the Company reported a net loss from continuing
operations of $2.3 million compared to a net loss of $2.9 million in the second
quarter of 1997. Excluding the $2.8 million loss from the Company's investment
in Cerion recognized in the second quarter of 1998, and the $2.8 million
restructuring and other unusual charges recognized in the second quarter of
1997, pretax results improved by $.9 million in 1998 due to reduced expenses
related to the Company's development of its Projection System's screen
technology and increased interest income from the investment of cash generated
by the sale of the Photofinishing Group.
Research, selling, distribution and administrative expenses decreased 13.0
percent, or $1.6 million, for the second quarter of 1998 and 11.2 percent, or
$2.6 million, for the first six months of 1998 versus the comparable periods in
1997. Research expense decreased as the result of the elimination of projection
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screen development expenses in the United Kingdom-based Microsharp imaging
operation on April 6, 1998 and a reduced workforce. The decrease in selling and
distribution expense resulted from lower sales, partially offset by higher
freight rates. Reduced administrative costs are largely attributable to the
restructuring activities completed during the past twelve months.
Net restructuring and other unusual charges of $4.3 million were recorded in the
full year of 1997 related to the sale of excess real estate in Nashua, NH and
other business unit and functional realignments. Details of the charges related
to continuing operations and the activity recorded during the second quarter of
1998 follows:
Balance Current Balance
April 3, Period July 3,
(In thousands) 1998 Charges 1998
-------- ------- -------
Provisions for severance related to workforce reductions $1,239 $356 $ 883
Provisions for assets to be sold or discarded 576 228 348
Other 247 66 181
------ ----- ------
Total $2,062 $650 $1,412
====== ==== ======
All charges, excluding asset writedowns, are principally cash in nature and are
expected to be funded from operations or current cash balances.
The estimated annual effective income tax benefit of 37 percent for the first
six months of 1998 is higher than the U.S. statutory rate principally due to the
deductibility of state income taxes.
LIQUIDITY, CAPITAL RESOURCES AND FINANCIAL CONDITION
Working capital increased $40.6 million from December 31, 1997, primarily from
net proceeds generated by the sale of the Photofinishing Group. The Company
expects that a portion of the proceeds will be reinvested in its continuing
businesses. In addition, on June 24, 1998, the Company's Board of Directors
authorized the repurchase from time to time in the open market of up to one
million shares of its common stock, subject to financial and market conditions,
Securities and Exchange Commission rules and regulations and financial covenant
limitations with the Company's lender.
OTHER MATTERS
The Company is in the process of addressing the Year 2000 compliance issues for
both information and non information technology systems including third parties
with whom the Company has a material relationship. The Company expects to
complete the necessary conversions and implementations by the end of the second
quarter of 1999. Testing of conversions already completed began in the second
quarter of 1998 and will continue as each material system is completed
throughout 1998 and 1999. The Company has made and expects to continue to make
substantial progress towards Year 2000 compliance during 1998 and therefore has
not developed a contingency plan. The Company does not expect the costs of
attaining Year 2000 compliance or the risks of not attaining full compliance to
be material to the Company's business, operations or financial condition.
On June 24, 1998, the Company's Board of Directors amended the Company's
Shareholder Rights Plan adopted in July 1996. The amendment increases from 10
percent to 20 percent the beneficial stock ownership and tender offer threshold
at which preferred stock purchase rights would detach from the Company's common
stock and become exercisable.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In August and September 1996, two individual plaintiffs initiated lawsuits in
the Circuit Court of Cook County, Illinois against the Company, Cerion, certain
directors and officers of Cerion, and the Company's underwriter, on behalf of
classes consisting of all persons who purchased the common stock of Cerion
between May 24, 1996 and July 9, 1996. These two complaints were consolidated.
In March 1997, the same individual plaintiffs joined by a third plaintiff filed
a Consolidated Amended Class Action Complaint (the "Consolidated Complaint").
The Consolidated Complaint alleged that, in connection with Cerion's
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initial public offering, the defendants issued materially false and misleading
statements and omitted the disclosure of material facts regarding, in
particular, certain significant customer relationships. In October 1997, the
Court, on motion by the defendants, dismissed the Consolidated Complaint. The
plaintiffs filed a Second Amended Consolidated Complaint alleging substantially
similar claims as the Consolidated Complaint seeking damages and injunctive
relief. On May 6, 1998, the Court, on motion by the defendants, dismissed with
prejudice the Second Amended Consolidated Complaint. The plaintiffs have filed a
notice of appeal of the Court's ruling. The Company continues to believe that
this lawsuit is without merit and plans to vigorously defend itself in this
matter on appeal.
In April 1994, Ricoh Company, Ltd. and Ricoh Corporation ("Ricoh") brought a
lawsuit in the United States District Court, District of New Hampshire
("District Court"), alleging the Company's infringement of the U.S. patents
4,611,730 and 4,878,603 relating to certain toner cartridges for Ricoh copiers.
In March 1997, the District Court decided to enjoin Nashua from manufacturing,
using or selling its NT-50 and NT-6750 toner cartridges. Sales of these products
in 1996 amounted to one percent of Nashua's total sales. The District Court left
the subject of damages, if any, to subsequent proceedings. The Company disagrees
with the District Court's decision and has appealed to the United States Court
of Appeals for the Federal Circuit ("Court of Appeals"). At the trial, Ricoh
alleged that its damages would be approximately $10 million as of the date of
the trial, and the Company alleged that such damages should be in the range of
$.1 million to $.4 million. Ricoh also is seeking treble damages and attorneys'
fees for willful infringement, but the Company believes an award for such
damages is unlikely. In June of 1998, the District Court appointed an expert
witness to provide expert testimony concerning the issue of damages. The Company
expects such expert testimony to be provided to the District Court during the
third quarter of 1998. Management believes that damages, if any, will not have a
material adverse effect on its consolidated financial position. The Company is
awaiting the District Court's decision on the issue of damages and the Court of
Appeal's decision in respect to the Company's appeal.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
For matters submitted to a vote of security holders, see the Company's Proxy
Statement dated March 25, 1998 issued in connection with the Annual Meeting of
Stockholders held on April 24, 1998, which is incorporated herein by reference.
At such meeting, the stockholders acted as follows:
PROPOSAL 1:
To elect a Board of Directors for the ensuing year.
Number of Votes
---------------------------------
Nominees For Withheld
-------- --- --------
Sheldon A. Buckler 5,926,297 184,631
Gerald G. Garbacz 5,923,594 187,334
Charles S. Hoppin 5,925,144 185,784
John M. Kucharski 5,926,561 184,367
David C. Miller, Jr. 5,928,235 182,693
Peter J. Murphy 5,927,935 182,993
James F. Orr III 5,926,502 184,426
The above named individuals were elected Directors of the Company.
PROPOSAL 2:
Stockholder proposal requesting the Board of Directors to redeem the Company's
Shareholder Rights Plan adopted in July 1996.
Number of Votes
---------------
Broker
For Against Abstain Non-Vote
--- ------- ------- --------
3,256,630 1,817,223 75,439 961,636
The proposal was approved by the affirmative vote of the majority of the shares
of common stock entitled to vote at the annual meeting.
ITEM 5. OTHER INFORMATION
STOCKHOLDER PROPOSALS
Any proposal that a stockholder wishes the Company to consider for inclusion in
the proxy statement and form of proxy card for the Company's 1999 Annual Meeting
of Stockholders (the "1999 Meeting") must be received by the Company on or
before November 25, 1998. Such proposals should be directed to Nashua
Corporation, 44 Franklin Street, P.O. Box 2002, Nashua, New Hampshire
03061-2002, Attention: Secretary.
In addition, the Company's By-Laws require all stockholder proposals to be
timely submitted in advance to the Secretary of the Company at the above address
(other than proposals submitted for inclusion in the proxy statement and form of
proxy as described above). To be timely, the Secretary must receive such notice
not less than 60 days nor more than 90 days prior to the 1999 Meeting; provided
that, if less than 70 days notice or prior public disclosure of the date of the
1999 Meeting is given or made, the notice must be received not later than the
close of business on the 10th day following the date on which such notice of the
date of the meeting was mailed or such public disclosure was made, whichever
occurs first.
FACTORS WHICH MAY AFFECT FUTURE RESULTS
This report may contain forward-looking statements as that term is defined in
the Private Securities Litigation Reform Act of 1995. When used in this report,
the words "believe," "expects," "to be" and similar expressions are intended to
identify such forward-looking statements. Any such forward-looking statements
and the Company's future results of operations and financial condition are
subject to risks and
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uncertainties which could cause actual results to differ materially from those
anticipated and from past results. Such risks and uncertainties include, but are
not limited to, the Company's future capital needs, stock market conditions,
price of the Company's stock, fluctuations in customer demand, intensity of
competition from other vendors, timing and acceptance of new product
introductions, general economic and industry conditions, delays or difficulties
in programs designed to increase sales and return the Company to profitability,
the possibility of a final award of material damages in the patent litigation
brought against the Company by Ricoh Company, Ltd. and the Cerion securities
litigation and other risks detailed in the Company's filings with the Securities
and Exchange Commission.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10.01 Change of Control and Severance Agreement dated as of June 24,
1998 between the Company and Gerald G. Garbacz.
10.02 Change of Control and Severance Agreement dated as of June 24,
1998 between the Company and John L. Patenaude.
10.03 Change of Control and Severance Agreement dated as of June 24,
1998 between the Company and Bruce T. Wright.
10.04 Change of Control and Severance Agreement dated as of June 24,
1998 between the Company and Joseph R. Matson.
10.05 Change of Control and Severance Agreement dated as of June 24,
1998 between the Company and Eugene P. Pache.
10.06 Change of Control and Severance Agreement dated as of June 24,
1998 between the Company and Peter C. Anastos.
10.07 Change of Control and Severance Agreement dated as of June 24,
1998 between the Company and Joseph I. Gonzalez-Rivas.
10.08 Change of Control and Severance Agreement dated as of June 24,
1998 between the Company and John J. Ireland.
22.01 The Company's Proxy Statement dated March 25, 1998 for the
Annual Meeting of Stockholders held on April 24, 1998 filed with
the SEC on March 25, 1998 and herein incorporated by reference.
27.01 Financial Data Schedule for the period ended July 3, 1998.
27.02 Restated Financial Data Schedule for the period ended June 27,
1998.
(b) Reports on Form 8-K
On May 18, 1998, the Company filed a Form 8-K to announce the realignment
of the Company's senior management team.
On July 2, 1998, the Company filed a Form 8-K to revise its Shareholder
Rights Plan and to authorize a new stock repurchase program.
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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
------------------------------------
(Registrant)
Date: August 14, 1998 By: /s/ John L. Patenaude
------------------ ------------------------------------
John L. Patenaude
Vice President-Finance,
Chief Financial Officer and Treasurer
(principal financial and duly authorized officer)
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EXHIBIT INDEX
Exhibits Description
-------- -----------
10.01 Change of Control and Severance Agreement dated as of June 24,
1998 between the Company and Gerald G. Garbacz.
10.02 Change of Control and Severance Agreement dated as of June 24,
1998 between the Company and John L. Patenaude.
10.03 Change of Control and Severance Agreement dated as of June 24,
1998 between the Company and Bruce T. Wright.
10.04 Change of Control and Severance Agreement dated as of June 24,
1998 between the Company and Joseph R. Matson.
10.05 Change of Control and Severance Agreement dated as of June 24,
1998 between the Company and Eugene P. Pache.
10.06 Change of Control and Severance Agreement dated as of June 24,
1998 between the Company and Peter C. Anastos.
10.07 Change of Control and Severance Agreement dated as of June 24,
1998 between the Company and Joseph I. Gonzalez-Rivas.
10.08 Change of Control and Severance Agreement dated as of June 24,
1998 between the Company and John J. Ireland.
22.01 The Company's Proxy Statement dated March 25, 1998 for the
Annual Meeting of Stockholders held on April 24, 1998 filed with
the SEC on March 25, 1998 and herein incorporated by reference.
27.01 Financial Data Schedule for the period ended July 3, 1998.
27.02 Restated Financial Data Schedule for the period ended June 27,
1998.