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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
MARCH 26, 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
On March 26, 1998, Nashua Corporation issued the following press release:
NASHUA CORPORATION ANNOUNCES SALE OF
NORTHERN IRELAND FILM PROCESSING OPERATION
COMPANY FOCUSED ON GROWING ITS
SPECIALTY COATED PRODUCTS, IMAGING SUPPLIES AND LABEL DIVISIONS
Nashua, NH, March 26, 1998 -- Nashua Corporation (NYSE: NSH)
today announced that it has agreed in principle to the sale of its $14
million (U.S. revenue) Northern Ireland wholesale film-processing
operation to an affiliate of the Spectra Photo Group, a closely held
Republic of Ireland-based photofinishing company, for approximately
$6.0 million ((pound)3.6 million) in cash and the assumption of certain
liabilities, subject to customary closing conditions. Nashua will be
retaining and liquidating the accounts receivable of the business of
approximately $1.6 million. The Company expects the transaction to be
completed within the next several days.
The proposed sale of Nashua's Northern Ireland photo business
is the second of two transactions that will result in the divestiture
of its entire $143 million photofinishing business. On March 10, Nashua
announced its agreement to sell its United States, United Kingdom and
Canadian photofinishing operations to a closely held U.S. company for
$52.5 million in cash and the assumption of certain liabilities. As
result of these actions, Nashua is now composed of three divisions -
Specialty Coated Products, Imaging Supplies and Label.
Nashua expects that net proceeds on the disposal of its entire
photofinishing business will approximate net book value of $41 million.
BT Alex. Brown advised the Company in connection with the transaction
announced today.
Gerald G. Garbacz, chairman, president and chief executive
officer, stated, "The sale of our Northern Ireland photo operation
represents a key element in our strategy to focus on healthy, expanding
markets with a set of differentiated products. We will now devote our
energies and resources to our Imaging Supplies, Specialty Coated
Products and Label Divisions, each of which we believe has attractive
opportunities for growth. Nashua's new direction, coupled with the
ongoing initiatives of our continuing divisions, should enable us to
enhance shareholder value by generating consistent, long-term
profitable growth."
Nashua, as previously indicated, expects that a portion of the
proceeds from the two sales would be reinvested in the continuing
businesses with the remainder distributed to shareholders. The Company
plans to announce the details concerning the distribution of proceeds
by mid-year.
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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 "expects," "will
result," "believe," "should," "expanding" 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
successful sale of its remaining photofinishing businesses, the
Company's future capital needs, fluctuations in customer demand,
intensity of competition from other vendors, timing and acceptance of
new product introductions, 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.
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: March 26, 1998 By /S/PAUL BUFFUM
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Paul Buffum
Vice President, General Counsel
and Secretary
