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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
JUNE 25, 1998
Date of Report (Date of Earliest Event Reported)
NASHUA CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
1-5492-1 02-0170100
(Commission File Number) (I.R.S. Employer Identification No.)
44 FRANKLIN STREET
NASHUA, NEW HAMPSHIRE 03060
(Address of Principal Executive Offices)
(603)880-2323
(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
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INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5 - OTHER EVENTS
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On June 25, 1998, Nashua Corporation issued the following press release:
NASHUA CORPORATION REVISES SHAREHOLDER RIGHTS PLAN
AND AUTHORIZES NEW STOCK REPURCHASE PROGRAM
Nashua, NH, June 25, 1998 -- Nashua Corporation (NYSE:NSH) today announced
that its Board of Directors has approved an amendment to the Company's
Shareholder Rights Plan (the "Rights Plan") adopted in July 1996. The
amendment increases the beneficial stock ownership and tender offer
threshold at which preferred stock purchase rights would detach from the
Company's common stock and become exercisable from 10% to 20%.
Gerald G. Garbacz, Chairman, President and CEO of the Company said, "After
careful review with our financial and legal advisers, the Board of
Directors continues to believe that the Rights Plan adopted in July 1996
provides important protection for all our shareholders in the event the
Company is confronted with coercive or unfair takeover tactics. It does not
restrict consideration by the Board of any offer on terms favorable to all
shareholders. Increasing the beneficial stock ownership and tender offer
points to 20 percent brings the threshold to a level which is more typical
in such plans, affords investors who wish to do so the opportunity to own a
substantially larger stake in the Company and responds in part to the
shareholder proposal approved at the Company's 1998 Annual Meeting
requesting the Company to redeem the rights outstanding under the Rights
Plan."
Nashua also announced that its Board of Directors authorized the Company to
repurchase from time to time in the open market up to one million shares of
its common stock commencing after the announcement of the Company's second
quarter financial results. The Company stated that it would purchase its
shares as market and financial conditions warrant and subject to SEC
regulations and Nashua's financial covenant limitations. This share
repurchase implements Nashua's previously announced plan to return to
stockholders a portion of the proceeds from the sale of its worldwide
photofinishing businesses in April 1998.
This press release contains forward-looking statements as that term is
defined in the Private Securities Litigation Reform Act of 1995. When used
in this press release, the words "to repurchase from time to time,"
"commencing after," and similar expressions are intended to identify such
forward-looking statements. Such forward-looking statements are subject to
risks and uncertainties which could cause actual results to differ
materially from those anticipated. Such risks and uncertainties include,
but are not limited to, the Company's future capital needs, stock market
conditions, fluctuations in the price of the Company's stock, fluctuations
in customer demand, intensity of competition from other vendors, timing and
acceptance of new product introductions, material adverse damages in the
Ricoh litigation, general economic and industry conditions and other risks
set forth in the Company's filings with the SEC. The Company assumes no
obligation to update the information contained in this press release.
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Nashua Corporation markets specialty imaging products and services to
industrial and commercial customers. The Company's products include thermal
papers, pressure-sensitive labels and specialty papers, as well as copier,
ink jet and laser printer supplies.
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 thereunto duly authorized.
NASHUA CORPORATION
Date: July 2, 1998 By /s/ Peter C. Anastos
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Peter C. Anastos
Vice President, General Counsel
and Secretary
