UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to Section 240.14a-12
NASHUA CORPORATION
- ------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- ------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was
determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
[Letterhead of Nashua Corporation]
FOR IMMEDIATE RELEASE
- ---------------------
Contact: Paul Verbinnen/Judy Brennan
Sard Verbinnen & Co.
212-687-8080
NASHUA CONFIRMS 1.9% SHAREHOLDER GROUP INTENDS
TO PROPOSE FOUR DIRECTOR NOMINEES
COMPANY INTENDS TO VIGOROUSLY OPPOSE NOMINEES
--------------------------
NASHUA, N.H, MARCH 9, 2000 - Nashua Corporation (NYSE: NSH) today
confirmed that it has been notified by a shareholder group, representing
approximately 1.9% of Nashua's outstanding common shares, of its intent to
nominate four directors for election to the seven-member Nashua Board of
Directors at the April 25, 2000 Annual Meeting of Shareholders. Nashua has
nominated all seven of its directors for re-election and intends to
vigorously oppose the dissident group's nominees.
"We have made great strides in the last three years to strengthen
our core business and reposition Nashua as a supplier of choice for
customers and to deliver value for our shareholders," said Gerald G.
Garbacz, chairman, president and chief executive officer of Nashua, and one
of the company's largest shareholders. "We believe that we are firmly on
track to achieve our long-term objectives, including 10% annual sales
growth, gross margins in excess of 20%, and a return on equity greater than
15%. Nashua's 1999 pretax income of $4.0 million exceeded the 1998 level by
over 150%, excluding one-time adjustments, largely relating to pre-1996
events, and Nashua's remanufactured laser printer cartridge unit, which
will be closed during March 2000. Our EBITDA rose from a 1998 loss of $6.3
million to a profit in 1999 of $8.6 million."
Garbacz continued, "While our financial performance through our
turnaround has not always met our expectations and has been understandably
disappointing to our shareholders, we have focused on our core business by
significantly upgrading our plants and equipment and introducing high
quality, niche-oriented new products. In 1999, new products accounted for
21% of Nashua's net sales, up from less than 3% in 1996. We've also
introduced processes that have improved productivity and customer service.
As a Board member and one of the Company's largest shareholders, I can
speak for the Board in saying that we are confident in Nashua's future and
- - especially with a planned strategic acquisition - strongly believe we are
creating a solid platform to deliver significantly enhanced shareholder
value."
"We will shortly be mailing proxy materials to our shareholders
seeking their votes for the re-election of our Board, and will respond
appropriately to the dissident group's materials after we have reviewed
them."
Nashua Corporation markets specialty imaging products and services
to industrial and commercial customers. The Company's products include
thermal papers, pressure-sensitive labels and specialty papers, as well as
copier, ink jet and laser printer supplies. Additional information about
Nashua Corporation can be found on the World Wide Web at www.nashua.com.
AVAILABILITY OF PROXY MATERIALS INCLUDING PARTICIPANT INFORMATION
On March 7, 2000 Nashua Corporation made a preliminary filing with
the SEC of proxy materials to be used to solicit votes for the re-election
of its Board at Nashua Corporation's annual meeting of shareholders, which
will be held on April 25, 2000. Nashua Corporation strongly advises all
Nashua shareholders to read the definitive proxy materials when they become
available because they contain important information.
The preliminary proxy statement included in Nashua Corporation's
preliminary filing of proxy materials contains a list of the participants
in any solicitation that may be represented by this press release and the
anticipated forthcoming proxy materials. The preliminary filing of Nashua
Corporation's proxy materials is available at no charge on the SEC's web
site at www.sec.gov.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements as that
term is defined in the Private Securities Litigation Reform Act of 1995.
When used in this press release, the words "intend", "believe" "are on
track to achieve", "are confident that", "planned" and similar expressions
are intended to identify such forward-looking statements. Such
forward-looking statements are subject to risks and uncertainties which
could cause actual results to differ materially from those anticipated.
Such risks and uncertainties include, but are not limited to, the Company's
future capital needs, and resources, fluctuations in customer demand,
intensity of competition from other vendors, timing and acceptance of new
product introductions, delays or difficulties in programs designed to
increase sales and profitability, general economic and industry conditions,
failure to complete the planned strategic acquisitions, the settlement of
various tax issues, and other risks set forth in the Company's filings with
the Securities and Exchange Commission. The Company assumes no obligation
to update the information contained in this press release.
# # #