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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
APRIL 17, 2000
Date of Report (Date of Earliest Event Reported)
COMMISSION FILE NUMBER: 1-5492-1
NASHUA CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 02-0170100
(State or Other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
SECOND FLOOR
11 TRAFALGAR SQUARE
NASHUA, NEW HAMPSHIRE 03063
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (603) 880-2323
44 FRANKLIN STREET
NASHUA, NEW HAMPSHIRE 03064
(Former Name or Former Address, if Changed Since Last Report)
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INFORMATION TO BE INCLUDED IN THE REPORT
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This report on Form 8-K/A amends and supplements the report on Form 8-K filed by
Nashua Corporation, a Delaware corporation, (the "Company") on May 2, 2000 in
connection with the acquisition of all outstanding shares of stock of
Rittenhouse Paper Company, an Illinois corporation. The disclosure required
under Item 2 of Form 8-K is included in that report. The purpose of this report
is solely to provide the financial statements of the business acquired as
required by Item 7(a) and the pro forma financial information as required by
Item 7(b).
ITEM 7 - FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
Rittenhouse L.L.C., an Illinois limited liability corporation, was formed on
January 2, 1997, for the purpose of succeeding to the operations of Rittenhouse
Paper Company (an Illinois S Corporation). Financial statements and pro forma
financial information have been provided for Rittenhouse L.L.C. Activity and
balances for Rittenhouse Paper Company consist of its equity interest in the
operations of Rittenhouse L.L.C. and other related party transactions. All
operating activity for Rittenhouse Paper Company and Rittenhouse L.L.C.
(collectively "Rittenhouse") is included under Rittenhouse L.L.C.
(a) Financial Statements of Business Acquired.
The following documents appear as Exhibits 99.1 and 99.2, respectively, to
this current report on Form 8-K/A and are incorporated into this document
by reference:
(i) Unaudited Condensed Financial Statements of Rittenhouse L.L.C. for the
three months ended March 31, 2000 and 1999; and
(ii) Audited Financial Statements of Rittenhouse L.L.C. for the years ended
December 31, 1999, 1998 and 1997.
(b) Unaudited Pro Forma Financial Information.
The following documents appear as Exhibit 99.3 to this current report on
Form 8-K/A and are incorporated into this document by reference:
(i) Unaudited Pro Forma Combined Condensed Consolidated Balance Sheet as
of March 31, 2000; and
(ii) Unaudited Pro Forma Combined Condensed Consolidated Statement of
Operations for the three months ended March 31, 2000, and
(iii) Unaudited Pro Forma Combined Condensed Consolidated Statement of
Operations for the year ended December 31, 1999; and
(iv) Notes to the Unaudited Pro Forma Combined Condensed Consolidated
Financial Statements.
(c) Exhibits.
99.1 Unaudited Condensed Financial Statements of Rittenhouse L.L.C. for the
three months ended March 31, 2000 and 1999.
99.2 Audited Financial Statements of Rittenhouse L.L.C. for the years ended
December 31, 1999, 1998 and 1997.
99.3 Unaudited Pro Forma Financial Information.
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SIGNATURES
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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
(REGISTRANT)
Date: JUNE 27, 2000 By /s/ John L. Patenaude
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John L. Patenaude
Vice President-Finance and
Chief Financial Officer
(principal financial and duly
authorized officer)
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