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CVO > SEC Filings for CVO > Form 8-K on 27-Aug-2013All Recent SEC Filings

Show all filings for CENVEO, INC

Form 8-K for CENVEO, INC


27-Aug-2013

Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities, F


Item 1.01. Entry into a Material Definitive Agreement

Cenveo, Inc. ("Cenveo") and its wholly-owned subsidiary, Cenveo Corporation (the "Purchaser"), have entered into an Asset Purchase Agreement (the "Agreement") dated as of August 21, 2013 with NE Opco, Inc. (the "Seller") relating to the acquisition (the "Acquisition") by the Purchaser from the Seller of certain assets (the "Acquired Assets"). Since June 10, 2013, the Seller has been a debtor-in-possession in a voluntary Chapter 11 case pending in the United States Bankruptcy Court for the District of Delaware ("Bankruptcy Court"). The Acquired Assets consist of certain equipment, related contracts and certain other assets relating thereto. The Seller's other assets, including substantially all accounts receivable, all inventory and other assets, are being sold to other purchasers simultaneously with the sale to the Purchaser, and certain other assets will remain in the bankruptcy estate. Pursuant to the Agreement, the Purchaser will assume only certain specified liabilities of the Seller that relate to the Acquired Assets. Purchaser is not assuming any other liabilities of the Seller. The consideration for the Acquired Assets will be approximately $20 million of cash. In addition to the cash, in connection with the transaction Cenveo will issue $5 million of common stock (the "Shares"), valued based on the price of the common stock during the 25 trading days beginning 12 trading days prior to the date of the Agreement. The Shares will be issued either directly to or for the benefit of creditors of the Purchaser. The closing of the Acquisition is subject to Bankruptcy Court approval and customary closing conditions.



Item 3.02. Unregistered Sales of Equity Securities

The issuance of the Shares upon the closing of the Acquisition, as described above, will not be registered under the Securities Act of 1933, as amended, pursuant to the exemption from registration provided by Section 4(2) of the Securities Act and Regulation D promulgated thereunder.



Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit
Number  Description

99.1    Press Release of Cenveo, Inc. dated August 21, 2013


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