1 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 DECEMBER 15, 1998 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 03060 (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) 2 - 2 - INFORMATION TO BE INCLUDED IN THE REPORT ITEM 5 - OTHER EVENTS On December 15, 1998, Nashua Corporation's Board of Directors approved an amendment to its Shareholder Rights Plan (the "Rights Plan") adopted in July 1996. The amendment eliminates the "dead hand" provision which permitted only a majority of directors who were in office at the time the Rights Plan was adopted or their designated successors to redeem or amend the Rights Plan after the Board's right to redeem terminates (10 days after a triggering event) and also provides for a 120 day waiting period following a successful shareholder proxy contest or shareholder action prior to the newly elected board either redeeming the rights or amending the Rights Plan in the context of a proposed acquisition. 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: January 7, 1999 By /s/ Peter C. Anastos -------------------------------------- Peter C. Anastos Vice President, General Counsel and Secretary