~~Table~~UNITED ~~of Contents~~STATES

~~UNITED STATES~~ SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, ~~D.C.~~ DC 20549

FORM 8-K

CURRENT REPORT ~~Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934~~

~~Date~~Pursuant ofto ~~Report~~Section ~~(Date~~13 ofor ~~earliest event reported~~15(d): ~~August 13,~~of ~~2009~~the

~~NASHUA~~Securities ~~CORPORATION~~ Exchange Act of 1934

~~(Exact~~Date ~~name~~ of ~~registrant~~Report as(Date ~~specified~~of inearliest ~~its~~event ~~charter~~reported): September 15, 2009

Massachusetts		1-05492		02-0170100
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Nashua Corporation

~~11 Trafalgar Square, Suite 201 Nashua, New Hampshire 03063~~ (~~Address~~Exact name of ~~principal~~registrant ~~executive~~as ~~offices~~specified ~~and~~in ~~zip code~~charter)

(603)880-2323 (Registrant’s telephone number, including area code)

Massachusetts	1-05492	02-0170100
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Not Applicable (Former name or former address, if changed since last report)

11 Trafalgar Square, Suite 201, Nashua, New Hampshire	03063
(Address of principal executive offices)	(Zip Code)

~~Check~~Registrant’s ~~the~~telephone ~~appropriate~~number, ~~box~~including ~~below~~area ~~if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions~~ code: (~~see General Instruction A.2. below~~603): 880-2323

~~þ Written communications pursuant to Rule~~N/A ~~425 under the Securities Act (17 CFR 230.425)~~

~~o Soliciting~~(Former ~~material~~name ~~pursuant~~or toformer ~~Rule 14a-12~~address, ~~under~~if ~~the~~changed ~~Exchange~~since ~~Act~~last ~~(17 CFR 240.14a-12~~report)

~~o Pre~~Check the appropriate box below if the Form 8-~~commencement~~K ~~communications~~filing ~~pursuant~~is intended to ~~Rule 14d-2(b)~~simultaneously satisfy the filing obligation of the registrant under any of the ~~Exchange~~following ~~Act~~provisions (17see ~~CFR 240~~General Instruction A.~~14d-~~2(b. below)) :

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~TABLE~~Item OF2.01. Completion ~~CONTENTS~~of Acquisition or Disposition of Assets

	Item 2.02 — Results of Operations and Financial Condition
	Item 8.01 — Other Information
	Item 9.01 — Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
Ex-99.1 Press Release dated August 13, 2009

On September 15, 2009, NM Acquisition Corp. (the “Merger Sub”), a subsidiary of Cenveo, Inc. (“Cenveo”), merged with and into Nashua Corporation (“Nashua”) (the “Merger”) in accordance with the Agreement and Plan of Merger, dated as of May 6, 2009, among Nashua, Merger Sub and Cenveo (the “Merger Agreement”). As a result of the Merger, Nashua became a wholly-owned subsidiary of Cenveo, and shares of Nashua common stock, which traded under the symbol “NSHA”, have ceased trading on, and are being delisted from, the NASDAQ Global Market.

~~Table~~Pursuant to the terms of ~~Contents~~the Merger Agreement, each outstanding share of Nashua common stock was converted into the right to receive $0.75 in cash, without interest, and 1.265 shares of Cenveo common stock. Cenveo will issue approximately 7 million shares of its common stock in connection with the Merger. Based on the volume-weighted average price per share of $4.844 of Cenveo common stock on the New York Stock Exchange on 15 trading days Cenveo and Nashua selected by lot out of the 30 trading days ending on and including Friday, September 11, 2009 (the same formula used to determine the value of Cenveo common stock pursuant to the Merger Agreement), the aggregate value of the consideration paid in connection with the Merger to former holders of Nashua common stock was approximately $37.8 million. In addition, at the Effective Time (as defined in the Merger Agreement) all outstanding options and other equity-based awards to acquire shares of Nashua common stock were converted into options and other equity-based awards to acquire shares of Cenveo common stock, as adjusted pursuant to the Merger Agreement.

The description of the Merger contained in this Item 2.0201 —does ~~Results~~not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is incorporated herein by reference to Exhibit 2.1 of ~~Operations~~Nashua’s Current Report on Form 8-K as filed with the Securities and ~~Financial~~Exchange ~~Condition~~Commission (the “SEC”) on May 7, 2009, as amended on Nashua’s Current Report on Form 8-K/A as filed with the SEC on July 30, 2009.

OnItem ~~August 13, 2009, Nashua Corporation (the “Company”) announced its financial results for the second quarter ended July~~ 3~~, 2009~~.01. Notice ~~The full text~~ of ~~the~~Delisting ~~press~~or ~~release~~Failure ~~issued in connection with the announcement is attached as Exhibit 99.1~~ to ~~this~~Satisfy ~~Current~~a ~~Report~~Continued onListing ~~Form~~Rule ~~8-K~~or ~~and~~Standard; ~~incorporated~~Transfer ~~by reference~~of ~~herein in its entirety~~Listing.

~~The~~On ~~information~~September in15, ~~this~~2009, ~~Form~~at ~~8-K~~Nashua’s request and ~~Exhibit 99.1~~in ~~attached~~connection ~~hereto~~with ~~shall~~the ~~not~~Merger, beThe ~~deemed~~NASDAQ “Global Market filed~~” for~~ ~~purposes~~a Notification of Removal From Listing and/or Registration under Section 18 12(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) oron ~~otherwise subject~~Form 25 to notify the ~~liabilities~~SEC of that ~~section,~~Nashua’s ~~nor~~common ~~shall~~stock, itpar bevalue ~~deemed~~$1.00 per ~~incorporated~~share, bywas ~~reference~~deregistered inunder ~~any filing~~Section ~~under~~12(b) of the ~~Securities~~Exchange Act, ofand ~~1933~~delisted orfrom trading on The NASDAQ Global Market effective prior to the ~~Exchange~~open ~~Act~~of trading on September 16, ~~except~~2009. Cenveo asintends ~~expressly~~to ~~set~~file ~~forth~~a ~~by specific~~Form ~~reference~~15 with the SEC on Nashua’s behalf on or about September 25, 2009 in ~~such~~order ato ~~filing~~complete the deregistration of Nashua’s common stock under the Securities Exchange Act of 1934, as amended.

~~ADDITIONAL INFORMATION AND WHERE TO FIND IT~~ 2

OnItem ~~May 7, 2009 the Company announced that it had entered into an Agreement and Plan of Merger (the “Merger Agreement”) dated as of May 6, 2009 by and between the Company, Cenveo, Inc~~3.,03 Material ~~a Colorado~~Modification ~~corporation~~to ~~(“Cenveo”),~~Rights ~~and NM Acquisition Corp., a Massachusetts corporation and a wholly owned subsidiary~~ of ~~Cenveo~~Security ~~(the “Merger Sub”)~~Holders. ~~Pursuant to this agreement, the Merger Sub and the Company will merge (the “Merger”).~~

InThe ~~connection~~disclosure ~~with~~set ~~the~~forth ~~proposed~~in ~~Merger,~~Item ~~Cenveo~~2.01 filed with the SEC on May 28, 2009 a Registration Statement on Form S-4 that constitutes the Company’s preliminary proxy statement with regard to the Merger and also constitutes a preliminary prospectus of ~~Cenveo.~~this OnCurrent ~~July 10,~~Report ~~2009 Cenveo filed Amendment No. 1 to the Registration Statement~~ on Form S8-4K with the SEC. On July 30, 2009 Cenveo filed Amendment No. 2 to the Registration Statement on Form S-4 with the SEC. On August 7, 2009 the SEC declared the S-4 effective. On or about August 13, 2009 the Company began mailing to its shareholders a final proxy statement with regard to the Merger. The final proxy statement contains important information about the Company, the Merger and related matters. Investors and security holders are urged to read the final proxy statement carefully. A copy of the final proxy statement with respect to the Merger, but not the proxy card, is ~~available~~incorporated ~~for viewing~~herein atby ~~Nashua’s website, www~~reference.~~nashua.com.~~

~~Investors~~ Item ~~and~~5.01 Changes ~~security~~in ~~holders~~Control ~~may also obtain free copies~~ of ~~the Company’s final proxy statement with respect to the Merger and other documents filed by the Company with the SEC at the SEC’s web site maintained at www~~Registrant.~~sec.gov.~~

InThe ~~addition,~~disclosure ~~investors~~set ~~and~~forth ~~security~~in ~~holders~~Item 2.01 ~~may~~of ~~obtain~~this ~~free~~Current ~~copies~~Report ofon ~~the~~Form ~~final~~8-K ~~proxy statement~~is ~~from~~incorporated ~~the~~herein ~~Company~~ by ~~contacting the Company’s Corporate Secretary at (603) 880-2323~~reference.

~~The~~Item Company, and its directors and executive officers, may be deemed to be participants in the solicitation of proxies from the Company’s shareholders with respect to the transactions contemplated by the Merger Agreement5. Information regarding the Company’s directors and executive officers is contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, its Quarterly Report on Form 10-Q for the quarter ending April 3, 2009 and its proxy statement dated March 31, 2009 for its 2009 Annual Meeting of Shareholders, each of which are filed with the SEC, as well as Nashua’s Current Reports on Forms 8-K filed with the SEC on March 6, 2009, May 7, 2009, July 22, 2009 and July 30, 200902. Departure As of ~~July 27,~~Directors ~~2009, Nashua’s directors and executive officers beneficially owned (as calculated in accordance with SEC Rule 13d-3) approximately 1.5 million shares,~~ or ~~26.8%,~~Certain ofOfficers; ~~Nashua’s~~Election ~~common stock. You can obtain free copies~~ of ~~these~~ ~~documents~~Directors; ~~from~~Appointment ~~Nashua using the contact information set forth above. Additional information regarding interests~~ of ~~such~~Certain ~~participants~~Officers; isCompensatory ~~included~~Arrangements ~~in the final proxy statement that is filed with the SEC and available free~~ of ~~charge~~Certain ~~as indicated above~~Officers.

2 Upon effectiveness of the Merger, each of Andrew B. Albert, L. Scott Barnard, Thomas G. Brooker, Clinton J. Coleman, Avrum Gray, Michael T. Leatherman, Mark E. Schwarz, who constituted the Board of Directors of Nashua immediately prior to the Merger, ceased to be directors of Nashua.

~~Table~~In addition, upon effectiveness of ~~Contents~~the Merger, Ms. Suzanne L. Ansara, Nashua’s Clerk/Secretary, Mr. Thomas G. Brooker, Nashua’s President and Chief Executive Officer, Ms. Margaret M. Callan, Nashua’s Corporate Controller and Chief Accounting Officer, Mr. Donald A Granholm, Nashua’s Vice President-Supply Chain and Human Resources Management, Mr. Thomas M. Kubis, Nashua’s Vice President of Operations, Ms. Linda J. Madden, Nashua’s Assistant Clerk/Secretary, Mr. William Todd McKeown, Nashua’s Vice President of Sales and Marketing, Mr. John L. Patenaude, Nashua’s Vice President-Finance and Chief Financial Officer and Treasurer and Mr. Michael D. Travis, Nashua’s Vice President of Marketing, ceased to be executive officers of Nashua.

~~CAUTIONARY~~Item ~~STATEMENT~~9.01. Financial ~~REGARDING~~Statements ~~FORWARD-LOOKING~~and ~~STATEMENTS~~ Exhibits.

Statements in this Current Report on Form 8-K regarding the proposed merger, and any other statements about Nashua’s management’s future expectations, beliefs, goals, plans or prospects constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that are not historical or current facts, including statements about beliefs and expectations are forward-looking statements. These statements often include the words “may,” “could,” “would,” “should,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “targets,” “potentially,” “probably,” “projects,” “outlook,” “objectives,” “strategies,” “goals” or similar expressions. These forward-looking statements cover, among other things, anticipated future plans and prospects of Nashua and words and terms of similar substance used in connection with any discussion of future operating or financial performance, or the acquisition of Nashua by Cenveo. (d) Exhibits

~~Forward-looking~~See ~~statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of~~ the ~~times~~Exhibit atIndex ~~which,~~attached ~~or by which, such performance or results will be achieved. Forward-looking information is based on information available at the time and/or management’s good faith belief with respect~~ to ~~future~~this ~~events~~Report, ~~and~~which is ~~subject~~ toincorporated ~~risks~~herein ~~and~~by ~~uncertainties that could cause our actual performance or results to differ materially from those expressed or implied in the statements~~reference. Important factors that could cause such differences include, but are not limited to: whether the market price of Cenveo common stock will fluctuate; Nashua’s business uncertainties and contractual restrictions while the merger is pending; changes in circumstances between signing the merger agreement and completion of the merger; whether combining the two companies is more difficult, costly or time-consuming than expected; Nashua’s limited ability to pursue alternatives to the merger; whether Cenveo and Nashua choose not to proceed with the merger; whether the merger agreement is terminated and whether the cost savings estimated for the merger are realized.

Forward-looking statements speak only as of the date on which such statements are made. Nashua undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, or to reflect the occurrence of unanticipated events. 3

~~Item 8.01 — Other Information~~ SIGNATURE

~~The disclosure~~Pursuant into ~~Item~~the ~~2.02~~requirements of the Securities Exchange Act of 1934, the registrant has duly caused this ~~Current~~report ~~Report~~to onbe ~~Form~~signed ~~8-K~~on ~~is incorporated~~its ~~herein~~behalf by ~~reference~~the undersigned hereunto duly authorized.

Item 9.01 — Financial Statements and Exhibits

	NASHUA CORPORATION


Date: September 16, 2009	By:	/s/ Timothy M. Davis
		Timothy M. Davis
		Secretary and General Counsel

~~(d) Exhibits~~ EXHIBIT INDEX

Exhibit
Exhibit No.	Description
Number		Description
2.1	Agreement and Plan of Merger dated as of May 6, 2009 among Cenveo, Inc., NM Acquisition Corp. and Nashua Corporation (incorporated by reference to Nashua’s Current Report on Form 8-K as filed on May 7, 2009, as amended on Form 8-K/A as filed on July 30, 2009).
99.1		Press Release — “Nashua Reports Second Quarter 2009 Results” dated August 13, 2009.

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.

	NASHUA CORPORATION
Date: August 14, 2009	By	/s/ John L. Patenaude
		John L. Patenaude
		Vice President-Finance, Chief Financial Officer and Treasurer

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release — “Nashua Reports Second Quarter 2009 Results” dated August 13, 2009.

Table of Contents

Table of Contents

Filing Compare · NASHUA CORP