<PAGE> 1
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<PAGE> 2
NASHUA CORPORATION
44 FRANKLIN STREET
NASHUA, NEW HAMPSHIRE 03060
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 22, 1994
Notice is hereby given that the Annual Meeting of Stockholders of Nashua
Corporation will be held on the Eighth Floor of the Fleet Bank, 75 State Street,
Boston, Massachusetts, on April 22, 1994 at 10:00 a.m., for the following
purposes:
1. To elect a Board of Directors for the ensuing year.
2. To act upon any other business as may properly be brought before the
meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on March 15, 1994,
as the record date for determining the stockholders having the right to notice
of and to vote at the meeting.
PAUL BUFFUM
Secretary
March 21, 1994
IF YOU ARE ENTITLED TO VOTE AT THE MEETING,
KINDLY EXECUTE AND MAIL THE ENCLOSED PROXY.
<PAGE> 3
PROXY STATEMENT
GENERAL
The accompanying proxy is solicited on behalf of the Board of Directors of
Nashua Corporation ("Nashua"), a Delaware corporation, whose principal executive
offices are located at 44 Franklin Street, Nashua, New Hampshire 03060, for use
at the annual meeting of the stockholders of Nashua to be held on April 22,
1994, and at any adjournment thereof. Each proxy executed and returned by a
stockholder may be revoked by delivering written notice of such revocation to
the Secretary of Nashua or by executing and delivering to the Secretary a proxy
bearing a later date at any time at or before the meeting except as to any
matters upon which, prior to such revocation, a vote shall have been cast
pursuant to the authorization conferred by such proxy. This proxy statement is
being mailed to stockholders on or about March 21, 1994.
VOTING SECURITIES
The only outstanding class of voting securities of Nashua is its common
stock, each share of which entitles the holder thereof to one vote. Only
stockholders of record at the close of business on March 15, 1994, are entitled
to vote at the annual meeting and at any adjournment thereof. As of the close of
business on such date, there were 6,321,950 shares of its common stock
outstanding (excluding 24,610 shares held in Nashua's treasury). The holders of
a majority of the issued and outstanding stock entitled to vote, present in
person or by proxy, constitute a quorum for the transaction of business.
NOMINEES FOR ELECTION AS DIRECTORS
Pursuant to the bylaws of Nashua, the Board of Directors has fixed at ten
the number of directors to be elected at the annual meeting. Nashua's directors
are elected annually by the stockholders and hold office until successors are
elected and qualified or until death, resignation or removal.
It is expected that each proxy executed and returned by a stockholder will
be voted for the election of the nominees for directors listed below, unless
authority to do so is withheld. If, however, any nominee becomes unavailable
(which is not now anticipated), the persons named as proxies may, in their
discretion, vote for another nominee.
Under Nashua's bylaws, the affirmative vote of the holders of a majority of
the shares of Nashua's common stock entitled to vote held by stockholders
present at the meeting in person or by proxy is required for the election of
directors. It is believed that, under Delaware law, a vote that is withheld from
a particular nominee will be treated as entitled to vote and present and thus
have the effect of a negative vote.
All of the nominees for directors named below are now directors of Nashua.
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<PAGE> 4
<TABLE>
The business experience of each nominee for the last five years and the
year he first became a director of Nashua are as follows:
<CAPTION>
DIRECTOR
NAME AGE SINCE BUSINESS EXPERIENCE
- ------------------------------ --- -------- -----------------------------------------------
<S> <C> <C> <C>
Joseph A. Baute(a)(b) 66 1984 Mr. Baute was Chairman and Chief Executive
Officer of Markem Corporation (information
application systems) from prior to 1989 until
his retirement in 1993. He is also a Director
of Houghton-Mifflin Company, State Street Bank
& Trust Company and Infosoft International.
Richard E. Carter(b)(c) 65 1978(e) Private investor. Mr. Carter was President of
Carter Offshore Design, Inc. (yacht design and
marketing) until 1987.
Charles E. Clough 63 1966 Mr. Clough has been Chairman and Chief
Executive Officer of Nashua Corporation since
prior to 1989. He was President from prior to
1989 until September 1993. He is also a
Director of Pennichuck Corporation and
Hitchiner Manufacturing Co., Inc.
Thomas W. Eagar(c)(d) 44 1993 Professor Eagar has been Professor of Materials
Engineering at Massachusetts Institute of
Technology (MIT) since 1987 and POSCO Professor
of Materials Engineering since 1993. He has
also been a Co-Director of the Leaders for
Manufacturing Program at MIT since 1993.
Charles S. Hoppin(a)(d) 62 1979 Mr. Hoppin has been a partner in the law firm
of Davis Polk & Wardwell since prior to 1989.
John M. Kucharski(a)(b) 58 1988 Mr. Kucharski has been the Chairman, Chief
Executive Officer and President of EG&G, Inc.
(technical and scientific products and
services) since prior to 1989. He is also a
Director of New England Electric System, Eagle
Industry Co., Ltd. and State Street Boston
Corporation.
William E. Mitchell 50 1993 Mr. Mitchell has been the President and Chief
Operating Officer of Nashua Corporation since
September 1, 1993. He was Senior Vice
President, Electronics Sector, of Raychem
Corporation from 1991 to 1993 and Senior Vice
President, International and Industrial Sector,
from 1989 to 1991. Mr. Mitchell is also a
Director of Heraeus Surgical, Inc. and the
American Electronics Association.
Guy W. Nichols(a)(c) 68 1978 Mr. Nichols has been the Chairman of Woods Hole
Oceanographic Institution since prior to 1989.
He is also a Director of State Mutual Life
Assurance Company of America, Allmerica
Property & Casualty Companies, Inc. and Noble
Affiliates Inc.
James F. Orr III (b)(d) 51 1989 Mr. Orr has been Chairman, Chief Executive
Officer and President of UNUM Corporation
(insurance) since prior to 1989. He is also a
Director of Grumman Corporation.
</TABLE>
3
<PAGE> 5
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE SINCE BUSINESS EXPERIENCE
- ------------------------------ --- -------- -----------------------------------------------
<S> <C> <C> <C>
James Brian Quinn(c)(d) 66 1985 Professor Quinn has been the Buchanan Professor
of Management (Emeritus), Amos Tuck School of
Business Administration, Dartmouth College, and
President of James Brian Quinn Associates
(consultants) since prior to 1989. He is also a
Director of Spectra, Inc.
- ---------------
<FN>
(a) Member of the Audit Committee of Nashua's Board of Directors.
(b) Member of the Executive Salary Committee of Nashua's Board of Directors.
(c) Member of the Nominating Committee of Nashua's Board of Directors.
(d) Member of the Pension Plan Review Committee of Nashua's Board of Directors.
(e) Richard E. Carter was also a Director of Nashua from 1958 until 1975.
</TABLE>
BOARD OF DIRECTORS COMMITTEES
Included among the committees of the Board of Directors are standing Audit,
Executive Salary and Nominating Committees.
AUDIT COMMITTEE
The Audit Committee approves the appointment of the independent accountants
of the corporation, reviews with those accountants the annual audits of the
corporation's consolidated financial statements and performs such other
functions relating to the auditing of the corporation as the Committee or the
Board may from time to time determine to be appropriate. The Audit Committee
held two meetings in 1993.
EXECUTIVE SALARY COMMITTEE
The Executive Salary Committee reviews executive compensation, sets the
Chairman's base salary and administers the Management Incentive Compensation
Program, the Supplemental Compensation Plan and the corporation's stock option
plans. The Executive Salary Committee held three meetings in 1993.
NOMINATING COMMITTEE
The Nominating Committee makes recommendations to the Board of Directors on
the size and composition of the Board, policies involving terms and retirement
of directors, candidates for election to the Board and certain other matters.
The Nominating Committee will consider potential nominees for election to the
Board of Directors recommended by any stockholder provided such recommendation
is submitted in writing to the Secretary on or before November 21, 1994 for the
1995 annual meeting. The Nominating Committee held two meetings in 1993.
BOARD OF DIRECTORS AND COMMITTEE MEETINGS
During 1993 the Board of Directors held five regular meetings and two
special meetings. Each of the directors attended at least 75% of the aggregate
of (1) the total number of meetings of the Board of Directors held while he was
a director and (2) the total number of meetings held by all committees of the
Board on which he served.
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<PAGE> 6
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Mr. Carter made a late filing on February 28, 1994 of a Form 5 annual
report with respect to a certain exempt transaction in shares of Nashua common
stock during 1993. The due date of this Form 5 was February 14, 1994. The
reported transaction was a stock option grant on April 23, 1993.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Directors of Nashua, except employees, receive $15,000 per year and $750
plus expenses for each Board meeting and Board committee meeting attended.
Members of the Audit Committee receive an additional $1,750 annually. In
addition, directors of Nashua who are not employees are each year awarded
options to purchase 1,000 shares of common stock having an exercise price equal
to the fair market value for such shares on date of award under the provisions
of Nashua's 1993 Stock Incentive Plan.
<TABLE>
The following table sets forth the annual and long-term compensation paid
to Nashua's five most highly compensated executive officers at December 31, 1993
and to Mr. Mitchell for services rendered to Nashua for the last three fiscal
years:
SUMMARY COMPENSATION TABLE
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
ANNUAL COMPENSATION -------------
FISCAL ----------------------------- OPTIONS/SARS ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OTHER(1) (SHARES) COMPENSATION(2)
- -------------------------------------- ------- -------- ----- -------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Charles E. Clough..................... 1993 $407,692 $ 0 $ 2,381 15,000 $ 130,185
Chairman of the Board and Chief 1992 $400,003 $ 0 $ 2,926 15,000 $ 123,484
Executive Officer 1991 $407,692 $ 0 $ 3,123 9,000 $ 116,334
William E. Mitchell................... 1993 $127,692(3) $ 0 $ 1,942 45,000 $ 3,528
President and Chief Operating 1992 -- -- -- -- --
Officer 1991 -- -- -- -- --
John G. Barnes........................ 1993 $224,991 $ 0 $ 1,063 3,600 $ 3,667
Vice President 1992 $216,242 $ 0 $ 698 3,600 $ 38,727
1991 $217,643 $ 0 $ 1,010 3,600 $ 36,327
John J. Montesi....................... 1993 $209,280 $ 0 $ 1,878 3,600 $ 3,763
Vice President 1992 $197,387 $ 0 $ 2,351 3,600 $ 44,872
1991 $200,000 $ 0 $ 2,507 3,600 $ 42,361
Joseph R. Kershaw..................... 1993 $204,703 $ 0 $ 1,216 3,600 $ 3,838
Vice President 1992 $193,112 $ 0 $ 1,406 3,600 $ 39,819
1991 $195,000 $ 0 $ 1,193 3,600 $ 37,931
William Luke.......................... 1993 $198,438 $ 0 $ 925 3,600 $ 26,238
Vice President -- Finance and Chief 1992 $191,761 $ 0 $ 1,913 3,600 $ 25,231
Financial Officer 1991 $192,338 $ 0 $ 915 3,600 $ 21,967
- ---------------
<FN>
(1) Tax equalization payments.
(2) Includes amounts set aside under the Company's Supplemental Compensation
Plan, Company contributions to the 401(k) Savings Plan and executive life
insurance reimbursement income. In 1993, these amounts were (i) as to the
Supplemental Compensation Plan -- Mr. Clough, $124,335 and Mr. Luke,
$23,061; (ii) as to life insurance reimbursement income -- Mr. Clough,
$3,350; Mr. Mitchell, $2,297; Mr. Barnes, $1,167; Mr. Montesi, $1,263; Mr.
Kershaw, $1,338; and Mr. Luke, $677; and (iii) as to the
</TABLE>
5
<PAGE> 7
401(k) Savings Plan -- Mr. Clough, $2,500; Mr. Mitchell, $1,231; Mr.
Barnes, $2,500; Mr. Montesi, $2,500; Mr. Kershaw, $2,500; and Mr. Luke,
$2,500.
(3) Mr. Mitchell joined Nashua in September 1993. His annual salary is $400,000.
<TABLE>
STOCK OPTIONS/STOCK APPRECIATION RIGHTS
The following table sets forth certain information as to options/SARs
granted during fiscal 1993 to the individuals listed in the Summary Compensation
Table. In accordance with SEC rules, also shown are the hypothetical gains or
"option spreads", on a pre-tax basis, that would exist for the respective
options/SARs. These gains are based on assumed rates of annual compound stock
price appreciation of 5% and 10% from the date the options/SARs were granted
over the full option term. To put this data into perspective, the resulting
stock prices for the grants expiring on March 6, 2003 would be $41.94 at a 5%
rate of appreciation and $66.79 at a 10% rate of appreciation, and for the grant
expiring on September 2, 2003, $49.27 at 5% and $78.46 at 10%.
OPTION/SAR GRANTS IN FISCAL 1993
<CAPTION>
POTENTIAL REALIZABLE VALUE AT
ASSUMED ANNUAL RATES OF STOCK
PRICE APPRECIATION FOR
% OF TOTAL OPTIONS/ EXERCISE OR OPTION/SAR TERM
OPTIONS/SARS SARS GRANTED TO BASE PRICE EXPIRATION -----------------------------
NAME GRANTED(#) EMPLOYEES IN 1993 ($/SHARE) DATE 0% 5% 10%
- --------------------- ------------- ------------------- ----------- ---------- --- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Charles E. Clough.... 15,000(1) 14.2% $ 25.75 3/6/2003 $ 0 $242,911 $ 615,583
William E.
Mitchell........... 45,000(2) 42.5% $ 30.25 9/2/2003 $ 0 $856,083 $2,169,482
John G. Barnes....... 3,600(1) 3.4% $ 25.75 3/6/2003 $ 0 $ 58,299 $ 147,740
John J. Montesi...... 3,600(1) 3.4% $ 25.75 3/6/2003 $ 0 $ 58,299 $ 147,740
Joseph R. Kershaw.... 3,600(1) 3.4% $ 25.75 3/6/2003 $ 0 $ 58,299 $ 147,740
William Luke......... 3,600(1) 3.4% $ 25.75 3/6/2003 $ 0 $ 58,299 $ 147,740
- ---------------
<FN>
(1) These options became exercisable one year after grant, on March 5, 1994.
(2) These options become exercisable in three equal installments -- 15,000 on
September 1, 1995, 15,000 on September 1, 1997 and 15,000 on September 1,
1999.
</TABLE>
<TABLE>
The following table sets forth information as to options/SARs exercised in
1993 and unexercised options/SARs held at the end of fiscal 1993, by the
individuals listed in the Summary Compensation Table:
OPTION EXERCISES IN FISCAL YEAR 1993 AND
VALUE OF OPTIONS/SARS AT END OF FISCAL 1993
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED,
OPTIONS/SARS HELD AT IN-THE-MONEY, OPTIONS/
FISCAL YEAR END SARS AT FISCAL YEAR END(2)
SHARES ACQUIRED VALUE ---------------------------- ----------------------------
NAME ON EXERCISE REALIZED(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- --------------------------- --------------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Charles E. Clough.......... 0 0 99,000 15,000 $ 121,875 $26,250
William E. Mitchell........ 0 0 0 45,000 0 0
John G. Barnes............. 0 0 37,200 3,600 $ 48,750 $ 6,300
John J. Montesi............ 0 0 45,200 3,600 $ 166,500 $ 6,300
Joseph R. Kershaw.......... 2,440 $34,465 45,200 3,600 $ 166,500 $ 6,300
William Luke............... 0 0 37,200 3,600 $ 48,750 $ 6,300
- ---------------
<FN>
(1) Represents the difference between the closing price on the New York Stock
Exchange of Nashua's common stock on the date of exercise ($26.125) and the
exercise price of the options.
</TABLE>
6
<PAGE> 8
(2) Represents the difference between the closing price on the New York Stock
Exchange of Nashua's common stock on December 31, 1993 ($27.50) and the
exercise price of the options/SARs.
PENSION PLAN
<TABLE>
The following table shows estimated annual benefits payable upon retirement
under the Nashua Corporation Retirement Plan for Salaried Employees, which
includes the individuals listed in the Summary Compensation table:
ESTIMATED PENSION BENEFITS
<CAPTION>
AVERAGE ANNUAL YEARS OF SERVICE
COMPENSATION FROM --------------------------------------------------------------
JANUARY 1, 1990 25 OR
TO RETIREMENT 5 YEARS 10 YEARS 15 YEARS 20 YEARS MORE YEARS
- ------------------ -------- -------- -------- -------- ----------
<S> <C> <C> <C> <C> <C>
$ 125,000 $ 13,750 $ 27,500 $ 41,250 $ 55,000 $ 68,750
250,000 27,500 55,000 82,500 110,000 137,500
375,000 41,250 82,500 123,750 165,000 206,250
500,000 55,000 110,000 165,000 220,000 275,000
625,000 68,750 137,500 206,250 275,000 343,750
750,000 82,500 165,000 247,500 330,000 412,500
875,000 96,250 192,500 288,750 385,000 481,250
1,000,000 110,000 220,000 330,000 440,000 550,000
</TABLE>
Compensation covered by this plan generally refers to total annual cash
compensation, including salary and bonus, but excluding certain items such as
the value of stock option awards and employer allocations to the Supplemental
Compensation Plan and 401(k) Savings Plan. As of December 31, 1993, the
individuals named in the Summary Compensation Table had the following years of
service credited under the plan: Mr. Clough, 33 years; Mr. Mitchell, 0 years;
Mr. Barnes, 9 years; Mr. Montesi, 29 years; Mr. Kershaw, 30 years; and Mr. Luke,
10 years.
The estimated annual benefits shown above are subject to an offset for 50%
of a participant's primary Social Security benefit. Benefits as shown above,
minus the 50% offset for social security benefit, are available for participants
whose pensions start after reaching age 65. Participants who have five or more
years of service are eligible to receive pensions after reaching age 60 and
participants who have ten or more years of service are eligible to receive
pensions after reaching age 55, but payments are reduced 4.2% per year for each
year that they start receiving benefits earlier than at age 65. Payments are
further reduced for participants whose credited service began before age 40 and
terminate employment with Nashua prior to reaching age 55.
The Employee Retirement Income Security Act of 1974 places limitations on
pensions which may be paid under plans qualified under the Internal Revenue
Code. Amounts exceeding such limitations may be paid outside of qualified plans.
Nashua has a Supplemental Unfunded Excess Retirement Benefit Plan providing for
such amounts for its employees including the six executives named in the
compensation table.
SEVERANCE AGREEMENTS
The Company has entered into severance agreements with Messrs. Clough,
Mitchell, Barnes, Montesi, Kershaw and Luke in order to ensure their continued
service to Nashua in the event of an attempt by a person or group of persons to
gain control of Nashua. Such severance agreements provide that upon termination
of employment under certain circumstances within three years of a "change in
control" as defined in these agreements, the employee would receive severance
pay equal to three times the sum of his annual salary and
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<PAGE> 9
bonus. In addition, if after one year following the "change in control" the
executive elects to terminate employment, he would receive the above described
severance pay. Additional payments are required in amounts such that after the
payment of all taxes, the executive will be in the same after tax position as if
no excise tax under Section 4999 of the Internal Revenue Code had been imposed.
In addition, the agreements provide for the immediate vesting of deferred bonus
awards upon such termination and the continuation for specified periods of
certain other benefits. In the event that Mr. Mitchell's employment is
terminated as a result of a decision by Nashua unrelated to any "change in
control" which is involuntary on his part (other than for malfeasance), Nashua
has agreed to provide Mr. Mitchell with 36 months of salary continuation
commencing when such termination occurs.
EXECUTIVE SALARY COMMITTEE REPORT
The Executive Salary Committee is composed of the non-employee directors
listed below. The Committee administers the Management Incentive Compensation
Program, the Company's stock option plans and the Company's Supplemental
Compensation Plan. Each year the Committee reviews the Chief Executive Officer's
performance against objectives and sets the Chief Executive Officer's base
salary. The Committee also reviews the performance and the salary levels of the
other executives listed on the compensation table and makes decisions regarding
the above plans and programs.
The Committee's compensation policies applicable to the Chief Executive
Officer and the other executives listed on the compensation table for 1993 are
as follows:
Base salaries should be at competitive levels so as to attract and
retain well qualified executives. Executive base salaries are generally at
or near the median base salaries for similar positions in companies with
corporate sales ranging generally from $500 million to $1 billion based on
survey data of 62 such companies from a national executive compensation
consulting firm. None of the three companies listed in the photofinishing
peer group with respect to the Company's performance graph were included in
the survey. Mr. Clough's base salary was 114% of the median base salary for
chief executive officers in such survey group.
Incentive compensation paid in cash should be awarded to support
company objectives based on company and division performance during the
preceding year. The Company's Management Incentive Compensation Program
provides that cash awards may be granted each year by the Committee based
on corporate and division performance. For the Chief Executive Officer,
Chief Operating Officer and Chief Financial Officer, award targets for 1993
were based on the Company's earnings per share. For other executive
officers listed on the compensation table, award targets for 1993 were
based on the Company's earnings per share and the earnings of the division
for which they are responsible. No incentive compensation cash payments
were authorized by the Committee to any of the officers listed on the
compensation table with respect to 1993 since the predetermined corporate
and relevant division targets had not been met.
Long-term equity-based compensation should be awarded to provide
incentive to executives to create value for stockholders and give the
executives a substantive ownership interest in the Company's success. The
Committee believes stock option grants should be made annually on a
generally consistent basis for approximately the same number of shares. A
special grant of 45,000 options was awarded to Mr. Mitchell as part of his
employment contract. The Committee does not consider the amount of Company
stock or the amount and terms of stock options already held by any
executive in making its determinations.
Supplemental life insurance and supplemental retirement payments
should be provided for key executives to assist in the attraction and
retention of management. The Company's Supplemental
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<PAGE> 10
Compensation Plan provides for a death benefit after retirement of two
times the participant's last annual base salary and a life insurance
benefit before retirement of three times the participant's then current
base salary, in lieu of the life insurance benefit of two times the
participant's then current annual base salary plus bonus payable under the
Company's general group life insurance policy. Under this Plan the Company
also maintains an account for each participant to provide the participant
with supplemental retirement payments. The participant is eligible to
receive these payments upon retirement from Nashua Corporation after 5
years of service. Payment amounts will be determined by the value of his
account at the time payments commence and prevailing market rates for
annuities. The Committee approved the following additional amounts to be
set aside for 1993 in the following executives' supplemental retirement
accounts: Mr. Clough, $124,335 and Mr. Luke, $23,061.
The Committee has not yet had occasion to adopt any policy on the new tax
law disallowing deductions on compensation in excess of $1 million for certain
executives of public companies. The Company believes that options granted under
its stock option plans are exempt from the limitation and that other
compensation expected to be paid during 1994 will be below the compensation
limitation.
Executive Salary Committee
John M. Kucharski, Chairman
Joseph A. Baute
Richard E. Carter
James F. Orr III
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Kucharski, Baute, Carter, Orr and Ronald J. Jackson (who was a
director until April 23, 1993) served as members of the Executive Salary
Committee during 1993. None of those individuals had any transactions or
relationships with the Company, or "interlocking" or cross-Board memberships, in
1993 that are required to be disclosed under SEC rules, except that the Company
purchases group life and disability insurance from UNUM Corporation, of which
Mr. Orr is Chairman, Chief Executive Officer and President. The aggregate
premiums paid by the Company to UNUM for this insurance in 1993 were $691,186.
PERFORMANCE GRAPHS
Set forth below is a line graph comparing the yearly percentage change in
the cumulative total stockholder return on the Company's common stock against
the cumulative total return of the S&P-500 Index and a composite peer group for
the five years commencing December 31, 1988 and ending December 31, 1993. The
Company selected a peer group because, having several distinct lines of
business, it did not believe that published industry or line-of-business indexes
provided an adequate measure for comparison of the Company as a whole.
The Company has four distinct lines of business: coated products,
photofinishing, computer products and office supplies. In constructing a
composite peer group, the Company selected published indexes to represent three
lines of business and, because no published photofinishing index was available,
has selected a peer group for that segment. The three indexes are: for coated
products, the S&P Paper and Forest Products Index; for computer products, the
S&P Computer Systems Index; and for office supplies, the S&P Office Equipment &
Supplies Index. As peer companies in the photofinishing segment the Company
selected Eastman Kodak Company, Seattle Filmworks, Inc. and The Actava Group,
Inc. and weighted them by market capitalization. The Company then weighted the
three indexes and photofinishing peer group in proportion to the 1993 revenues
of each of Nashua's respective four lines of business.
9
<PAGE> 11
<TABLE>
<CAPTION>
Measurement Period Nashua S&P 500 Composite
(Fiscal Year Covered) Corporation Index Peer Group
<S> <C> <C> <C>
1988 100 100 100
1989 98 132 104
1990 97 127 98
1991 67 166 121
1992 85 179 124
1993 84 197 147
</TABLE>
<TABLE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table shows the number of shares and percentage of Nashua's
common stock deemed to be beneficially owned by each director and nominee for
director, each executive officer named in the Summary Compensation Table above
and by all directors and officers of Nashua as a group, as of March 15, 1994:
<CAPTION>
AMOUNT AND NATURE PERCENT OF
OF BENEFICIAL SHARES
NAME OWNERSHIP(a) OUTSTANDING
---- ----------------- -----------
<S> <C> <C>
John G. Barnes.............................................. 50,547(b)(i) *
Joseph A. Baute............................................. 1,700(c) *
Richard E. Carter........................................... 56,630(c) *
Charles E. Clough........................................... 162,900(d)(i) 2.6
Thomas W. Eagar............................................. 1,100(c) *
Charles S. Hoppin........................................... 3,000(c) *
Joseph R. Kershaw........................................... 58,186(e)(i) *
John M. Kucharski........................................... 2,300(c) *
William Luke................................................ 44,185(f)(i) *
William E. Mitchell......................................... 0 --
John J. Montesi............................................. 69,343(g)(i) 1.1
Guy W. Nichols.............................................. 6,000(c) *
James F. Orr III............................................ 2,000(c) *
James Brian Quinn........................................... 1,622(c) *
Directors and Officers as a group (19 persons).............. 493,420(h)(i) 7.8
- ---------------
<FN>
*Less than 1%
</TABLE>
10
<PAGE> 12
(a) Information as to the interests of the respective nominees has been
furnished in part by them. The inclusion of information concerning shares
held by or for their wives or children or by corporations in which they
have an interest does not constitute an admission by such nominees of
beneficial ownership thereof. Unless otherwise indicated, all persons have
sole voting and dispositive power as to all shares they are shown as
owning.
(b) Includes 34,800 shares Mr. Barnes has a right to acquire through the
exercise of stock options prior to May 31, 1994.
(c) Includes 1,000 shares each outside Director has a right to acquire through
the exercise of stock options prior to May 31, 1994.
(d) Includes 2,084 shares Mr. Clough holds as custodian for his children and
93,216 shares he has a right to acquire through the exercise of stock
options prior to May 31, 1994.
(e) Includes 48,800 shares Mr. Kershaw has a right to acquire through the
exercise of stock options prior to May 31, 1994.
(f) Includes 40,800 shares Mr. Luke has a right to acquire through the exercise
of stock options prior to May 31, 1994.
(g) Includes 48,800 shares Mr. Montesi has a right to acquire through the
exercise of stock options prior to May 31, 1994.
(h) Includes 303,700 shares which the directors and officers of Nashua have the
right to acquire through exercises of stock options prior to May 31, 1994.
(i) Includes shares held in trust under the Employee's Savings Plan under which
the participating employee has voting power as to the shares in his account.
As of December 31, 1993, 2,318 such shares are held in trust for Mr.
Clough's account, 1,747 shares are held in trust for Mr. Barnes account,
1,807 shares are held in trust for Mr. Montesi's account, 1,546 shares are
held in trust for Mr. Kershaw's account, 608 shares are held in trust for
Mr. Luke's account and 11,325 shares are held in trust for the accounts of
all directors and officers as a group. No director other than Mr. Clough and
Mr. Mitchell participates in the Plan.
<TABLE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table shows the number of shares and percentage of Nashua's
common stock beneficially owned by all persons known to Nashua to be the
beneficial owners of more than 5% of its common stock, as of March 15, 1994:
<CAPTION>
AMOUNT AND NATURE PERCENT OF
OF BENEFICIAL COMMON STOCK
NAME OF BENEFICIAL OWNER OWNERSHIP OUTSTANDING
- ----------------------------------------------------------------------------------- ------------
<S> <C> <C>
GAMCO Investors, Inc./Gabelli Funds, Inc./Gabelli Performance
Partnership/Gabelli International Limited(a).................... 628,300(b) 9.94%
655 Third Avenue, New York, NY 10017
President and Fellows of Harvard College/Harvard Yenching
Institute(c).................................................... 316,700(d) 5.01%
600 Atlantic Avenue, Boston, MA 02210
- ---------------
<FN>
(a) Information is based on a joint Schedule 13D (Amendment No. 4) dated July
20, 1992, furnished by such beneficial owners, which are affiliated with one
another.
(b) GAMCO Investors, Inc. owns 318,300 shares, for which it has sole dispositive
power. It has sole voting power with respect to 278,300 of these shares.
Gabelli Funds, Inc. owns 288,000 shares for which it has
</TABLE>
11
<PAGE> 13
shared dispositive power and shared voting power. Gabelli Performance
Partnership owns 15,000 shares for which it has sole dispositive power and
sole voting power. Gabelli International Limited owns 7,000 shares for which
it has sole voting and sole dispositive power.
(c) Information is based on Schedule 13G dated February 11, 1994, furnished by
such beneficial owners, which are affiliated with one another.
(d) President and Fellows of Harvard College owns 309,800 shares, for which it
has sole voting and dispositive power. Harvard Yenching Institute owns 6,900
shares, for which it has sole voting and dispositive power.
INDEPENDENT ACCOUNTANTS
Representatives of Price Waterhouse, Nashua's independent accountants, are
expected to be present at the stockholders' meeting with the opportunity to make
a statement if they desire to do so and are expected to be available to respond
to appropriate questions.
STOCKHOLDER PROPOSALS
Any stockholder proposal which is to be included in the proxy materials for
the 1995 annual meeting must be received by Nashua on or before November 21,
1994. Such proposals should be directed to Nashua Corporation, 44 Franklin
Street, P.O. Box 2002, Nashua, New Hampshire 03061-2002, Attention: Suzanne L.
Ansara, Assistant Secretary.
MISCELLANEOUS
The Board of Directors does not presently know of any other matters to be
presented to the annual meeting. If any other matters are brought before the
annual meeting, or any adjournment thereof, it is the intention of the persons
named in the accompanying form of proxy to vote the proxies on such matters in
accordance with their best judgment, pursuant to the discretionary authority
granted by the proxy.
The cost of solicitation of proxies will be borne by Nashua. In addition to
the use of the mails, proxies may be solicited by officers and regular employees
of Nashua, without extra compensation, by telephone or by other means of
communication. Nashua will reimburse banks, brokers or other similar agents or
fiduciaries for forwarding proxy material to beneficial owners of common stock.
Nashua has also retained Morrow & Co. to aid in the solicitation of proxies
by personal interview, or by telephone or by other means of communication.
Nashua anticipates that the cost of such service will not exceed $5,000.
Nashua will provide free of charge to any stockholder from whom a proxy is
solicited pursuant to this proxy statement, upon written request from such
stockholder, a copy of Nashua's annual report filed with the Securities and
Exchange Commission on Form 10-K for Nashua's fiscal year ended December 31,
1993. Requests for such report should be directed to Nashua Corporation, 44
Franklin Street, P.O. Box 2002, Nashua, New Hampshire 03061-2002, Attention:
Suzanne L. Ansara, Assistant Secretary.
PAUL BUFFUM
Secretary
Nashua, New Hampshire
March 21, 1994
12
<PAGE> 14
PROXY
NASHUA CORPORATION
PROXY for Annual Meeting of Stockholders - April 22, 1994
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoint(s) FRANCIS J. LUNGER, WILLIAM LUKE and
PAUL BUFFUM and each of them attorneys or attorney of the undersigned (with full
power of substitution in them and in each of them), for and in the name(s) of
the undersigned to vote and act at the annual meeting of the stockholders of
Nashua Corporation, to be held at the Fleet Bank, 75 State Street, Boston,
Massachusetts, on April 22, 1994 at 10:00 A.M., or any adjournment thereof,
upon or in respect of all shares of stock of Nashua Corporation upon or in
respect of which the undersigned would be entitled to vote or act, and with all
the powers the undersigned would possess, if personally present, upon all
matters which may properly come before said meeting, as described in the Proxy
Statement and Notice dated March 21, 1994, receipt of which is hereby
acknowledged.
UNLESS A CONTRARY DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED FOR
ALL NOMINEES LISTED IN PROPOSAL 1 AS MORE SPECIFICALLY SET FORTH IN THE PROXY
STATEMENT; IF SPECIFIC INSTRUCTIONS ARE INDICATED, THIS PROXY WILL BE VOTED IN
ACCORDANCE THEREWITH.
The Board of Directors recommends a vote FOR all nominees named in
Proposal 1.
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournment thereof.
CONTINUED, AND TO BE SIGNED, ON REVERSE SIDE
- ----------------
SEE REVERSE SIDE
- ----------------
/X/ Please mark votes as in this example.
NOTE: Signature should be exactly as name appears on imprint. If stock is
registered in the names of two or more persons as joint owners, trustees or
otherwise, the proxy should be personally signed by each of them or accompanied
by proof of authority of less than all to act. In the case of executors,
administrators, trustees, guardians and attorneys, unless the stock is
registered in their names, proof of authority should accompany this proxy.
1. Election of Directors.
Nominees: Joseph A. Baute, Richard E. Carter, Charles E. Clough, Thomas W.
Eagar, Charles S. Hoppin, John M. Kucharski, William E. Mitchell, Guy W.
Nichols, James F. Orr III, James Brian Quinn.
FOR WITHHELD
/ / / /
/ /
- --------------------------------------
For all nominees except as noted above
MARK HERE
FOR ADDRESS / /
CHANGE AND
NOTE AT LEFT
PLEASE FILL IN DATE, SIGN AND MAIL THIS PROXY IN
THE ENCLOSED POST-PAID RETURN ENVELOPE.
Signature: Date:
----------------------------- -----------------
Signature: Date:
----------------------------- -----------------
