<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
FILED BY THE REGISTRANT /X/ FILED BY A PARTY OTHER THAN THE REGISTRANT / /
--------------------------------------------------------------------------------
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
Nashua Corporation
(Name of Registrant as Specified In Its Charter)
Nashua Corporation
(Name of Person(s) Filing Proxy Statement)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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:
--------------------------------------------------------------------------------
<PAGE> 2
NASHUA CORPORATION
44 FRANKLIN STREET
NASHUA, NEW HAMPSHIRE 03060
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 28, 1995
Notice is hereby given that the Annual Meeting of Stockholders of Nashua
Corporation will be held at the Nashua Marriott, 2200 Southwood Drive, Nashua,
New Hampshire, on April 28, 1995 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 21, 1995,
as the record date for determining the stockholders having the right to notice
of and to vote at the meeting.
PAUL BUFFUM
Secretary
March 24, 1995
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" or the "Company"), 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 28, 1995, 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 24, 1995.
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 21, 1995, are entitled
to vote at the annual meeting and at any adjournment thereof. As of the close of
business on such date, there were 6,373,700 shares of its common stock
outstanding (excluding 23,870 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 nine
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.
The business experience of each nominee for the last five years and the
year he first became a director of Nashua are as follows:
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE SINCE BUSINESS EXPERIENCE
------------------------- ---- -------- -----------------------------------------------------
<S> <C> <C> <C>
Joseph A. Baute(a)(b) 67 1984 Mr. Baute was Chairman and Chief Executive Officer of
Markem Corporation (information application systems)
from prior to 1990 until his retirement in 1993. He
is also a Director of Houghton-Mifflin Company, State
Street Bank & Trust Company and Infosoft
International.
</TABLE>
2
<PAGE> 4
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE SINCE BUSINESS EXPERIENCE
------------------------- ---- -------- -----------------------------------------------------
<S> <C> <C> <C>
Sheldon A. Buckler 63 1994 Dr. Buckler was Vice Chairman of the Board of
Polaroid Corporation from prior to 1990 until his
retirement in 1994. He is also a Director of
Commonwealth Energy System, ASECO Corporation, PARLEX
Corporation, Spectrum Information Technologies, Inc.,
Lord Corporation and Speech Systems, Inc.
Richard E. Carter(b)(c) 66 1978(e) Private investor.
Thomas W. Eagar(c)(d) 45 1993 Professor Eagar has been Professor of Materials
Engineering at the Massachusetts Institute of
Technology (MIT) since prior to 1990 and POSCO
Professor of Materials Engineering since 1993. He has
also been Head of the Department of Materials Science
and Engineering at MIT since January 1995.
Charles S. Hoppin(a)(d) 63 1979 Mr. Hoppin has been a partner in the law firm of
Davis Polk & Wardwell since prior to 1990.
John M. Kucharski(a)(b) 59 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
1990. He is also a Director of New England Electric
System, Eagle Industry Co., Ltd. and State Street
Boston Corporation.
William E. Mitchell 51 1993 Mr. Mitchell has been the Chief Executive Officer of
Nashua Corporation since July 22, 1994 and President
and a Director since September 1, 1993. He was the
Chief Operating Officer of Nashua from September 1,
1993 to July 22, 1994. He was Senior Vice President,
Electronics Sector, of Raychem Corporation from 1991
to 1993 and Senior Vice President, International and
Industrial Sector, from prior to 1990 to 1991. Mr.
Mitchell is also a Director of Rogers Corporation.
James F. Orr III(b)(d) 52 1989 Mr. Orr has been the Chairman, Chief Executive
Officer and President of UNUM Corporation (insurance)
since prior to 1990.
James Brian Quinn(c)(d) 67 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 1990. 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>
3
<PAGE> 5
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 Company, reviews with those accountants the annual audits of the
Company's consolidated financial statements and performs such other functions
relating to the auditing of the Company as the Committee or the Board may from
time to time determine to be appropriate. The Audit Committee held two meetings
in 1994.
EXECUTIVE SALARY COMMITTEE
The Executive Salary Committee reviews executive compensation, sets the
Chief Executive Officer's base salary and administers the Management Incentive
Compensation Program, the Supplemental Compensation Plan and the Company's stock
option and incentive plans. The Executive Salary Committee held six meetings in
1994.
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 25, 1995 for the
1996 annual meeting. The Nominating Committee held four meetings in 1994.
BOARD OF DIRECTORS AND COMMITTEE MEETINGS
During 1994 the Board of Directors held five regular meetings and two
special meetings. Except as described below, 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. Professor Quinn attended five
out of seven Board meetings and two out of five committee meetings.
COMPENSATION OF DIRECTORS
Directors of Nashua, except employees, receive $15,000 per year and $750
plus expenses for each Board meeting and Board committee meeting attended and
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. Members of the Audit
Committee receive an additional $1,750 annually. In addition, the Company has
entered into an agreement with Charles E. Clough, the present Chairman of the
Board, for consulting services from July 25, 1994, after his retirement as Chief
Executive Officer and as an employee from the Company, through April 30, 1995.
Under the agreement, Mr. Clough is paid $300,000 for his services.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
John G. Barnes, a Vice President of the Company who resigned in June 1994,
did not file Form 4s to report open market sales between June 23, 1994 and
August 29, 1994. Mr. Barnes did file a Form 5 to reflect all 1994 transactions.
4
<PAGE> 6
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth the annual and long-term compensation paid
to Nashua's six most highly compensated executive officers in 1994 for services
rendered to Nashua for the last three fiscal years ending December 31, 1994:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
ANNUAL COMPENSATION -------------
-------------------------------- SHARES
NAME AND PRINCIPAL FISCAL OTHER ANNUAL UNDERLYING ALL OTHER
POSITION YEAR SALARY BONUS COMPENSATION OPTIONS/SARS COMPENSATION(1)
------------------------ ------ -------- ----- ------------- ------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Charles E. Clough....... 1994 $248,816(2) $ 0 $ 1,310(7) 0 $304,454
Chairman of the Board 1993 $407,692 $ 0 $ 2,381(7) 15,000 $130,185
1992 $400,003 $ 0 $ 2,926(7) 15,000 $123,484
William E. Mitchell..... 1994 $400,000 $ 0 $ 33,599(8) 15,000 $ 5,033
President and Chief 1993 $127,692(3) $ 0 $ 1,942(9) 45,000 $ 3,528
Executive Officer
Francis J. Lunger....... 1994 $212,308(4) $ 0 $ 214,053(10) 23,000 $ 4,211
Vice President and
Chief Administrative
Officer
William Luke............ 1994 $207,018 $ 0 $ 328(7) 6,000 $ 26,805
Vice President-Finance 1993 $198,438 $ 0 $ 925(7) 3,600 $ 26,238
and Chief Financial 1992 $191,761 $ 0 $ 1,913(7) 3,600 $ 25,231
Officer
John G. Barnes.......... 1994 $118,177(5) $ 0 $ 575(7) 0 $114,206
Former Vice President 1993 $224,991 $ 0 $ 1,063(7) 3,600 $ 3,667
1992 $216,242 $ 0 $ 698(7) 3,600 $ 38,727
John J. Montesi......... 1994 $107,328(6) $ 0 $ 1,224(7) 0 $ 86,226
Former Vice President 1993 $209,280 $ 0 $ 1,878(7) 3,600 $ 3,763
1992 $197,387 $ 0 $ 2,351(7) 3,600 $ 44,872
---------------
<FN>
(1) Includes amounts set aside under the Company's Supplemental Compensation
Plan, Company contributions to the Employees' Savings Plan, life insurance
income and premiums, separation wages and consulting fees. In 1994, these
amounts were (i) as to the Supplemental Compensation Plan - Mr. Mitchell,
$253; Mr. Lunger, $125; and Mr. Luke, $23,028; (ii) as to the Employees'
Savings Plan - Mr. Clough, $2,500; Mr. Mitchell, $3,100; Mr. Lunger, $3,100;
Mr. Luke, $3,100; Mr. Barnes, $2,500; and Mr. Montesi, $2,500; (iii) as to
life insurance income and premiums - Mr. Clough, $1,954; Mr. Mitchell,
$1,680; Mr. Lunger, $986; Mr. Luke, $677; Mr. Barnes, $584; and Mr. Montesi,
$526; (iv) as to separation wages - Mr. Barnes, $111,122 and Mr. Montesi,
$83,200; and (v) as to consulting fees - Mr. Clough, $300,000.
(2) Mr. Clough retired from the Company on July 22, 1994.
(3) Mr. Mitchell joined the Company in September 1993.
(4) Mr. Lunger joined the Company in February 1994.
(5) Mr. Barnes resigned from the Company on June 30, 1994.
(6) Mr. Montesi retired from the Company on May 31, 1994.
(7) Includes tax equalization payments on executive medical reimbursement income
and executive life insurance premiums.
</TABLE>
5
<PAGE> 7
(8) Includes tax equalization payments on moving expense reimbursement,
executive life insurance premiums and California state disability insurance
payments.
(9) Includes tax equalization payments for executive life insurance and
California state disability insurance.
(10) Includes moving expense reimbursement of $129,215 and tax equalization
payments of $84,838 on that reimbursement.
<TABLE>
STOCK OPTIONS/STOCK APPRECIATION RIGHTS
The following table sets forth certain information as to options/SARs
granted during fiscal 1994 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
Nashua stock prices for the grants expiring on February 8, 2004 would be $48.05
at a 5% rate of appreciation and $76.52 at a 10% rate of appreciation, and for
the grant expiring on April 22, 2004, $41.94 at 5% and $66.79 at 10%.
OPTION/SAR GRANTS IN FISCAL 1994
<CAPTION>
POTENTIAL REALIZABLE VALUE AT
ASSUMED ANNUAL RATES OF STOCK
PRICE APPRECIATION FOR
% OF TOTAL OPTIONS/ EXERCISE OR OPTION/SAR TERM
OPTIONS/SARS SARS GRANTED TO BASE PRICE EXPIRATION -----------------------------
NAME GRANTED (#) EMPLOYEES IN 1994 ($/SHARE) DATE 0% 5% 10%
---- ------------ ------------------- ----------- ---------- ---- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Charles E. Clough.... 0 -- -- -- -- -- --
William E.
Mitchell........... 15,000(1) 15.6% $ 25.75 4/22/2004 $0 $242,911 $615,583
Francis J. Lunger.... 15,000(2) 15.6% $ 29.50 2/8/2004 $0 $278,286 $705,231
8,000(1) 8.3% $ 25.75 4/22/2004 $0 $129,552 $328,311
William Luke......... 6,000(1) 6.2% $ 25.75 4/22/2004 $0 $ 97,164 $246,233
John G. Barnes....... 0 -- -- -- -- -- --
John J. Montesi...... 0 -- -- -- -- -- --
---------------
<FN>
(1) These options will become exercisable on April 21, 1995.
(2) These options became exercisable on February 7, 1995.
</TABLE>
6
<PAGE> 8
The following table sets forth information as to options/SARs exercised in
1994 and unexercised options/SARs held at the end of fiscal 1994, by the
individuals listed in the Summary Compensation Table:
OPTION EXERCISES IN FISCAL YEAR 1994 AND
VALUE OF OPTIONS/SARS AT END OF FISCAL 1994
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED,
NUMBER OF UNEXERCISED IN-THE-MONEY,
OPTIONS/SARS HELD AT OPTIONS/SARS
FISCAL YEAR END AT FISCAL YEAR END (1)
SHARES ACQUIRED VALUE --------------------------- ----------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------------------- --------------- ----------- ----------- ------------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C>
Charles E. Clough...... 15,000 $ 56,250(2) 95,784 0 $ 0 $0
William E. Mitchell.... 0 $ 0 0 60,000 $ 0 $0
Francis J. Lunger...... 0 $ 0 0 23,000 $ 0 $0
William Luke........... 0 $ 0 40,800 6,000 $ 6,750 $0
John G. Barnes......... 6,000 $ 66,750(3) 0 0 $ 0 $0
John J. Montesi........ 14,000 $ 169,500(4) 0 0 $ 0 $0
---------------
<FN>
(1) Represents the difference between the closing price on the New York Stock
Exchange of Nashua's common stock on December 30, 1994 ($20.50) and the
exercise price of the options/SARs.
(2) Represents the difference between the closing price on the New York Stock
Exchange of Nashua's common stock on the date of exercise ($23.13) and the
exercise price of the options.
(3) Represents the difference between the closing price on the New York Stock
Exchange of Nashua's common stock on the date of exercise ($30.50) and the
exercise price of the options.
(4) Represents the difference between the closing price on the New York Stock
Exchange of Nashua's common stock on the date of exercise ($28.25 as to
4,000 shares and $27.50 as to 10,000 shares) and the exercise price of the
options.
</TABLE>
PENSION PLAN
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
<TABLE>
<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>
7
<PAGE> 9
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 Employees' Savings Plan. As of December 31, 1994, the
individuals named in the Summary Compensation Table had the following years of
service credited under the plan: Mr. Mitchell, 1 year; Mr. Lunger, .5 years; and
Mr. Luke, 11 years. Mr. Clough and Mr. Montesi retired from the Company during
1994 with 33 years and 29 years of service, respectively. Mr. Barnes resigned
from the Company during 1994 with 9.5 years of service.
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.
CERTAIN TRANSACTIONS AND INDEBTEDNESS
In conjunction with Mr. Mitchell's relocation from California to New
England, the Company granted to Mr. Mitchell an interest-free residential bridge
loan in the amount of $500,000 pending the sale of Mr. Mitchell's California
home. The bridge loan is secured by junior mortgages on Mr. Mitchell's present
and former residences. The Company also guaranteed repayment of a home mortgage
loan acquired by Mr. Mitchell in the sum of $1.1 million. The loan matures and
the guaranty expires upon the earlier of the sale of Mr. Mitchell's prior
residence or January 1997.
SEVERANCE AGREEMENTS
The Company has entered into severance agreements with Messrs. Mitchell,
Lunger 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 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
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 ON EXECUTIVE COMPENSATION
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 and stock incentive plans and the Company's
Supplemental Compensation Plan. Each year the Committee
8
<PAGE> 10
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 in the
compensation table and makes decisions regarding the above plans and programs.
The Committee's compensation policies applicable to the two individuals who
served as Chief Executive Officer during 1994 and the other executives listed on
the compensation table were as follows for the year 1994:
Base salaries should be at competitive levels so as to attract and
retain well qualified executives. Executive base salaries for 1993 were
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 companies listed in the
photofinishing peer group with respect to the Company's performance graph
were included in the survey. The Committee stopped using that consulting
firm prior to fixing base salaries for 1994 and thus did not update that
survey to 1994. Thus, executive base salaries for 1994 generally remained
at or near median base salaries determined through the 1993 survey. Mr.
Clough's base salary while he was Chief Executive Officer was 114% of the
median base salary of chief executive officers in such survey group; and
Mr. Mitchell's base salary as Chief Executive Officer was 114% of the
median base salary for chief executives 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 two individuals who served
as Chief Executive Officer during 1994, the Chief Administrative Officer
and the Chief Financial Officer, award targets for 1994 were based on the
Company's earnings per share. No incentive compensation cash payments were
authorized by the Committee to any of the officers listed on the
compensation table with respect to 1994 since the predetermined corporate
target 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. With
respect to 1994, the Committee's policy was that stock option grants be
made on a generally consistent basis for approximately the same number of
shares as in the preceding few years. 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 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 1994 in the following
executives' supplemental retirement accounts: Mr. Mitchell, $253; Mr.
Lunger, $125; and Mr. Luke, $23,028.
9
<PAGE> 11
The Committee has not yet had occasion to adopt any policy on the 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 1995 will be below the compensation
limitation.
Executive Salary Committee
James F. Orr III, Chairman
Joseph A. Baute
Richard E. Carter
John M. Kucharski
10
<PAGE> 12
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, 1989 and ending December 31, 1994. The
Company selected a peer group because, offering a diverse mix of products and
services, it did not believe that published industry or line-of-business indices
provided an adequate measure for comparison of the Company as a whole.
The Company's products and services include facsimile and thermal papers,
pressure sensitive labels, specialty papers and tapes, copier and laser printer
supplies, photofinishing services, and substrates for computer disks and OPC
drums. In constructing a composite peer group, the Company selected published
indices to represent various products and, because no published photofinishing
index was available, has selected a peer group for that segment. The indices
are: for facsimile and thermal papers, pressure sensitive labels, specialty
papers and tapes - the S&P Paper and Forest Products Index; for substrates for
computer disks and OPC drums - the S&P Computer Systems Index; and for copier
and laser printer supplies - the S&P Office Equipment & Supplies Index. As peer
companies in the photofinishing segment the Company selected Eastman Kodak
Company and Seattle Filmworks, Inc. and weighted them by market capitalization.
The Actava Group, Inc., which had been in the 1994 proxy statement group of peer
companies, is not included this year because its photofinishing operation was
acquired by Eastman Kodak Company. The Company then weighted the three indices
and photofinishing peer group in proportion to the 1994 revenues of Nashua's
products and services represented by the respective indices and peer group.
<TABLE>
<CAPTION>
Measurement Period Nashua Cor- S & P 500 Composite
(Fiscal Year Covered) poration Index Peer Group
<S> <C> <C> <C>
1989 100.00 100.00 100.00
1990 99.00 98.00 92.00
1991 69.00 128.00 121.00
1992 87.00 139.00 128.00
1993 86.00 153.00 154.00
1994 66.00 154.00 153.00
</TABLE>
11
<PAGE> 13
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, each executive
officer named in the Summary Compensation Table above and by all directors and
officers of Nashua as a group, as of March 21, 1995:
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT OF SHARES
NAME BENEFICIAL OWNERSHIP(a) OUTSTANDING
---- ----------------------- -----------------
<S> <C> <C>
John G. Barnes.................................. 0 --
Joseph A. Baute................................. 3,700(b) *
Sheldon A. Buckler.............................. 1,000 *
Richard E. Carter............................... 57,430(b) *
Charles E. Clough............................... 97,832(c)(h) 1.5
Thomas W. Eagar................................. 2,300(b) *
Charles S. Hoppin............................... 4,000(b) *
John M. Kucharski............................... 3,300(b) *
William Luke.................................... 50,341(d)(h) *
Francis J. Lunger............................... 23,000(e) *
William E. Mitchell............................. 16,970(f)(h) *
John J. Montesi................................. 12,745(h) *
Guy W. Nichols.................................. 7,000(b) *
James F. Orr III................................ 5,000(b) *
James Brian Quinn............................... 2,629(b) *
Directors and Officers as a group
(20 persons).................................. 326,145(g)(h) 5.1
<FN>
---------------
* Less than 1%
(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 2,000 shares each outside Director (except Mr. Buckler and Mr. Clough) has a right to acquire through the exercise of
stock options prior to May 31, 1995.
(c) Includes 15,000 shares Mr. Clough has a right to acquire through the exercise of stock options prior to May 31, 1995.
(d) Includes 46,800 shares Mr. Luke has a right to acquire through the exercise of stock options prior to May 31, 1995.
(e) Shares Mr. Lunger has a right to acquire through the exercise of stock options prior to May 31, 1995.
(f) Includes 15,000 shares Mr. Mitchell has a right to acquire through the exercise of stock options prior to May 31, 1995.
(g) Includes 148,634 shares which the directors and officers of Nashua have the right to acquire through exercises of stock options
prior to May 31, 1995.
(h) Includes shares held in trust under the Employees' Savings Plan under which the participating employee has voting power as to
the shares in his account. As of December 31, 1994, 2,550 such shares are held in trust for Mr. Clough's account, 970 shares are
held in trust for Mr. Mitchell's account, 764 shares are held in trust for Mr. Luke's account, 9 shares are held in trust for
Mr. Montesi's account and 8,625 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>
12
<PAGE> 14
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 21, 1995:
<TABLE>
<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) 9.9%
655 Third Avenue, New York, NY 10017
GeoCapital Corporation(c)...................................... 461,700(d) 7.3%
767 Fifth Avenue, New York, NY 10153
Bowen, Hanes & Company, Inc.(e)................................ 446,200(f) 7.0%
200 Galleria Parkway, N.W., Atlanta, GA 30339
President and Fellows of Harvard College/
Harvard Yenching Institute(g)................................ 376,000(h) 5.9%
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 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 9, 1995, furnished by such beneficial owner.
(d) Sole dispositive power.
(e) Information is based on Schedule 13G, dated January 31, 1995, furnished by such beneficial owner.
(f) Sole voting and sole dispositive power.
(g) Information is based on Amendment No. 1 to Schedule 13G dated February 11, 1995, furnished by such beneficial owners, which are
affiliated with one another.
(h) President and Fellows of Harvard College owns 368,700 shares, for which it has sole voting and sole dispositive power. Harvard
Yenching Institute owns 7,300 shares, for which it has sole voting and sole dispositive power.
</TABLE>
INDEPENDENT ACCOUNTANTS
Price Waterhouse, Nashua's independent accountants for the year 1994, are
also Nashua's independent accountants for the year 1995. Representatives of
Price Waterhouse 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.
13
<PAGE> 15
STOCKHOLDER PROPOSALS
Any stockholder proposal which is to be included in the proxy materials for
the 1996 annual meeting must be received by Nashua on or before November 25,
1995. 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., Inc. 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
$4,500.
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,
1994. 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 24, 1995
14
<PAGE> 16
NASHUA CORPORATION
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS - APRIL 28, 1995
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 Nashua Marriott, 2200 Southwood Drive,
Nashua, New Hampshire, on April 28, 1995 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 24, 1995, 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/
Please mark
/ X / 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, Sheldon A. Buckler, Richard E. Carter, Thomas W.
Eagar, Charles S. Hoppin, John M. Kucharski, William E. Mitchell, James F. Orr,
III, James Brian Quinn.
FOR WITHHELD
/ / ALL / / FROM ALL
NOMINEES NOMINEES
/ /___________________________________________
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 _________________________
