UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MARCH 14, 2007
CENVEO, INC.
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(Exact Name of Registrant as Specified in Charter)
Colorado 1-12551 84-1250533
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(State of Incorporation) (Commission (IRS Employer
File Number) Identification No.)
One Canterbury Green, 201 Broad Street, Stamford, CT 06901
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (203) 595-3000
Not Applicable
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
This Form 8-K/A amends and restates in full the original Form 8-K filed on
March 16,2007 in order to provide additional information. None of the
information contained in the original Form 8-K has been changed in substance
or deleted. The only additional information in Item 4.01 herein is the
addition of "and any interim period subsequent to December 31, 2006 through
March 14, 2007 (the date of this report)" in the second paragraph thereof and
the reference in the last sentence of the fourth paragraph thereof to a new,
contemporaneous accountants' letter.
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
On March 14, 2007, the Audit Committee of the Board of Directors of Cenveo,
Inc. (the "Company") dismissed Ernst & Young LLP ("Ernst & Young") as the
Company's independent registered public accounting firm ("auditors"). On March
15, 2007, the Audit Committee of the Board of Directors of the Company
appointed Deloitte & Touche LLP ("Deloitte & Touche") as its auditors for the
year ending December 31, 2007.
No accountant's report on the financial statements for the Company's fiscal
years ended December 31, 2006 and 2005 and any interim period subsequent to
December 31, 2006 through March 14, 2007 (the date of this report) contained
an adverse opinion or disclaimer of opinion, or was qualified or modified as
to uncertainty, audit scope, or accounting principles. There were no
"disagreements" (as such term is used in Item 304 (a)(1)(iv) of Regulation
S-K) with Ernst & Young at any time during the periods described above
regarding any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure that, if not resolved to
the satisfaction of Ernst & Young, would have caused it to make reference to
the subject matter of the disagreement in connection with its reports.
In addition, during the same periods, no "reportable events" (as such term is
defined in Item 304(a)(1)(v) of Regulation S-K) arose in the context of the
Company's relationship with Ernst & Young.
The Company has provided Ernst & Young with a copy of the disclosures
contained in this Current Report on Form 8-K prior to its filing with the
Securities and Exchange Commission ("SEC"), and requested that they furnish
the Company with a letter addressed to the SEC stating whether they agree with
such disclosures, and if not, stating the aspects with which they do not
agree. A copy of the letter provided by Ernst & Young dated March 29, 2007 is
attached to this Form 8-K/A as Exhibit 99.1.
During the periods described above prior to engaging Deloitte & Touche, the
Company did not consult Deloitte & Touche regarding either: (i) the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the Company's financial statements, and Deloitte & Touche did not provide
either a written report or oral advice to the Company that Deloitte & Touche
concluded was an important factor considered by the Company in reaching a
decision as to the accounting, auditing or financial reporting issue; or (ii)
any matter that was either the subject of a disagreement or a reportable
event.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired
N/A
(b) Pro Forma Financial Information
N/A
2
(c) Exhibits.
Exhibit
Number Description
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99.1 Letter from Ernst & Young LLP to Securities and Exchange Commission
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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 hereunto duly authorized.
Date: March 29, 2007
CENVEO, INC.
By: /s/ Sean S. Sullivan
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Sean S. Sullivan
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description
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99.1 Letter from Ernst & Young LLP to Securities and Exchange Commission