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Cenveo Caves to Burton's Demands, Burton named Chairman & CEO

Monday, September 12, 2005

Press release from the issuing company

DENVER and GREENWICH, Conn., Sept. 9 -- (SEE COMMENTS FROM WTT EDITOR CARY SHERBURNE BELOW) -- Cenveo, Inc., one of North America's leading providers of visual communications services, and Burton Capital Management, LLC and Goodwood Inc., today announced that they have reached an agreement to end their proxy contest. Pursuant to an agreement entered into today, the current Cenveo board of directors has approved a reconstituted board of directors which will consist of the nominees proposed by Burton Capital Management and Goodwood Inc.; Jerome Pickholz, who is currently a director of Cenveo; and Robert Obernier, the Chairman and Chief Executive Officer of Horizon Paper Co., Inc., who Cenveo's board, Burton Capital Management and Goodwood Inc. agreed would be a valuable addition to the Cenveo board of directors. The transition in membership of the board of directors will be effective as of noon, Eastern time, on Monday, September 12, 2005. In light of this consensual resolution, Cenveo's September 14, 2005 special meeting of shareholders will not be held. At the same time, Robert Burton, Sr. will be named Chairman and Chief Executive Officer of Cenveo. Mr. Burton has over 30 years of experience in the printing and media business. Robert Burton said, "We are very pleased to have reached this agreement with Cenveo and strongly believe that it is in the best interests of all Cenveo shareholders, customers and employees. I appreciate the willingness of the Cenveo board of directors to enter into this agreement and facilitate an orderly resolution to the proxy contest. I look forward to leading the company to deliver performance in a challenging environment, with the same intense focus on enhancing shareholder value as I have had throughout my career. As I have previously announced, I plan to bring on a team of proven industry veterans to help lead Cenveo, and look forward to doing so promptly. Under my leadership, I believe that Cenveo will be well positioned to generate strong results and create value for all of its shareholders." Robert T. Kittel of Goodwood, said, "Mr. Burton created substantial shareholder value in his recent assignments at Moore Corporation Limited and former Kohlberg Kravis Roberts & Co.'s portfolio company, World Color Press, Inc., and we look forward to his stewardship of Cenveo." James Malone, who will step down as Chairman and Chief Executive Officer, said, "We are pleased to have reached this settlement with Burton Capital Management and Goodwood, which we believe is in the best interests of all Cenveo shareholders, customers and employees. It is time to end the dispute and redirect all of the company's efforts to creating value for shareholders." Malone concluded, "I want to thank all of Cenveo's employees for their constant support and dedication to our business during this period. The past six months have reinforced how good a company Cenveo is." Pursuant to the agreement between Cenveo and Burton Capital Management, it was agreed that, for a period of three years, the company's charter and by- laws will provide for the annual election of directors, the ability of shareholders to remove directors without cause, and the ability of shareholders to call a special meeting. It was also agreed that, for a period of four years, no related party transactions will be entered into by Cenveo without the approval of independent directors; that, for a period of two years, except with the approval of independent directors, Cenveo will not alter, amend or repeal its shareholder rights plan, nor exempt Burton Capital Management or its affiliates from operation of the plan. Further, it was agreed that, except with the approval of independent directors, for a period of one year, Mr. Burton will not dispose of any Cenveo shares he currently holds. In light of the current board's approval of the successor members of the board, the transaction will not constitute a change of control for purposes of Cenveo's debt agreements. --- More from WTT's Cary Sherburne: Paul Reilly, former CEO of Cenveo, is now at Compass Capital Partners LTD, which represents firms such as Hart Graphics and Schawk in their bid to acquire companies as part of the industry's consolidation trend. Compass Capital was instrumental in the Wallace/Graphic Industries merger as well as some of the Consolidated Graphics acquisitions. Reilly, we understand, is operating out of the Denver CO area.� Reilly was severed from Cenveo in January 2005, receiving a severance payment of $2,446,200. On June 22, 2005, the Company announced the appointment of James R. Malone, age 62, to the position of Chief Executive Officer, and on August 29th to Chairman. According to SEC filings, Mr. Malone's employment agreement included the following: "an annual base salary of $850,000 and an annual incentive bonus opportunity; for 2005, a bonus equal to 100% of base salary will to be paid on a prorated basis, irrespective of any performance goals; options to purchase 400,000 shares of the Company's common stock at a price equal to the market price on the date of grant, which vest in monthly installments over the next four years; and a restricted stock award of 275,000 shares which vests on the three year anniversary of Mr. Malone's Employment Date. If, prior to his one year anniversary, Mr. Malone's employment is terminated under certain circumstances which are not for "cause," he will receive a payment equal to one (1) times his base salary and one (1) times his target bonus. If his employment is so terminated after his first anniversary, Mr. Malone will receive two (2) times his base salary and two (2) times his target bonus. If Mr. Malone is terminated under certain circumstances relating to a change of control after the first anniversary of his employment, he will receive an additional payment equal to one year's salary and one year's target bonus. This battle has been an expensive venture for a company that is already struggling financially. Only time will tell whether Mr. Burton's strategies will pay off.




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