content: <PAGE>   1
       As filed with the Securities and Exchange Commission on June 14, 1996
                                                   Registration No. 333-
  
  
                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549
                                        
                                     FORM S-8
                                        
                              REGISTRATION STATEMENT
                                      UNDER
                            THE SECURITIES ACT OF 1933
                                        
                                NASHUA CORPORATION
                (Exact name of issuer as specified in its charter)
  
               Delaware                                02-0170100
     (State or other jurisdiction of       (I.R.S. Employer Identification No.)
     incorporation or organization)
  
     44 Franklin Street, Nashua, New Hampshire           03061-2002
     (Address of Principal Executive Offices)            (Zip Code)
  
                            1996 STOCK INCENTIVE PLAN
                             (Full title of the plan)
  
                  John K.P. Stone, III, Esq., c/o Hale and Dorr
                   60 State Street, Boston, Massachusetts 02109
                     (Name and address of agent for service)
                                        
                                  (617) 526-6000
          (Telephone number, including area code, of agent for service)
  
  <TABLE>
                         CALCULATION OF REGISTRATION FEE
  
  <CAPTION>
    ----------------+--------------+----------------+-----------+----------------
                    |              |                | Proposed  |
        Title of    |              |   Proposed     |  Maximum  |
       Securities   |   Amount to  |    Maximum     | Aggregate |  Amount of
          to be     |      be      |Offering Price  | Offering  |Registration
       Registered   |  Registered  | Per Share (1)  | Price (1) |   Fee (1)
                    |              |                |           |
    <S>              <C>                <C>          <C>           <C>      
    Common Stock,   |660,000 Shares|    $16.875     |$11,137,500|  $3,840.52
    $1.00 par value |              |                |           |
    ----------------+--------------+----------------+-----------+----------------
  <FN>
  
      (1) Estimated solely for the purpose of calculating the registration fee in
    accordance with Rule 457(c) and (h) of the Securities Act of 1933, as amended,
    and based on the closing price of the Registrant's Common Stock on the New
    York Stock Exchange on June 10, 1996.
  </TABLE>
  
                                      Page 1
                         Exhibit Index Begins on Page 11
  <PAGE>   2
  
  
  PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
       Item 1. Plan Information.
  
       The information required by Part I is included in documents sent or given
  to participants in the 1996 Stock Incentive Plan of Nashua Corporation (the
  "Registrant"), pursuant to Rule 428(b)(1) of the Securities Act of 1933 (as
  amended, the "Securities Act").
  
  PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
       Item 3. Incorporation of Certain Documents by Reference.
  
       The Registrant is subject to the informational and reporting requirements
  of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of 1934 (as
  amended, the "Exchange Act"), and in accordance therewith files reports, proxy
  statements and other information with the Securities and Exchange Commission.
  The following documents, which are on file with the Securities and Exchange
  Commission, are incorporated in this Registration Statement by reference:
  
            (a) The Registrant's latest annual report filed pursuant to Section
       13(a) or 15(d) of the Exchange Act or the latest prospectus filed pursuant
       to Rule 424(b) under the Securities Act that contains audited financial
       statements for the Registrant's latest fiscal year for which such
       statements have been filed.
  
            (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
       Exchange Act since the end of the fiscal year covered by the Registrant
       document referred to in (a) above.
  
            (c) The description of the Common Stock, par value $1.00 per share
       ("Common Stock"), contained in a registration statement filed under the
       Exchange Act, including any amendment or report filed for the purpose of
       updating such description.
  
       All documents subsequently filed by the Registrant pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
  post-effective amendment which indicates that all securities offered hereby
  have been sold or which deregisters all such securities then remaining unsold,
  shall be deemed to be incorporated by reference herein and to be part hereof
  from the date of the filing of such documents. Any statement contained in a
  document incorporated or deemed to be incorporated by reference herein shall be
  deemed to be modified or superseded for purposes of this Registration Statement
  to the extent that a statement contained herein or in any other subsequently
  filed document which also is or is deemed to be incorporated by reference
  herein modifies or supersedes such statement. Any statement so modified or
  superseded shall not be deemed, except as so modified or superseded, to
  constitute a part of this Registration Statement.
  
                                       Page 2
  
  <PAGE>   3
  
       Item 4. Description of Securities.
  
       Not  applicable.
  
       Item 5. Interests of Named Experts and Counsel.
  
       Not  applicable.
  
       Item 6. Indemnification of Directors and Officers.
  
       Section 102(b)(7) of the Delaware General Corporation Law enables a
  Delaware corporation to provide in its certificate of incorporation, and the
  Registrant has so provided in its Composite Certificate of Incorporation, as
  amended, for the elimination or limitation of the personal liability of a
  director to the corporation or its stockholders for monetary damages for breach
  of fiduciary duty as a director, provided, however, that a director's liability
  is not eliminated or limited: (1) for any breach of the director's duty of
  loyalty to the corporation or its stockholders; (2) for acts or omissions not in
  good faith or which involve an intentional misconduct or a knowing violation of
  law; (3) pursuant to Section 174 of the Delaware General Corporation Law (which
  imposes liability on directors for unlawful payment of dividends or unlawful
  stock purchases or redemptions); or (4) for any transaction from which the
  director derived an improper personal benefit.
  
       Section 145 of the Delaware General Corporation Law ("Section 145")
  empowers a corporation to indemnify any person who was or is a party or witness
  or is threatened to be made a party to any threatened, pending or completed
  action, suit or proceeding, whether civil, criminal, administrative or
  investigative (other than an action by or in the right of the corporation) by
  reason of the fact that he or she is or was a director, officer, employee or
  agent of the corporation or is or was serving at the request of the corporation
  as a director, officer, employee or agent of another corporation or enterprise.
  Depending on the character of the proceeding, a corporation may indemnify
  against expenses (including attorneys' fees), judgments, fines and amounts paid
  in settlement actually and reasonably incurred in connection with such action,
  suit or proceeding if the person indemnified acted in good faith and in a manner
  he or she reasonably believed to be in or not opposed to the best interests
  
                                       Page 3
  
  <PAGE>   4
  
  of the corporation and, with respect to any criminal action or proceeding, had
  no reasonable cause to believe his or her conduct was unlawful. If the person
  indemnified is not wholly successful in such action, suit or proceeding, but is
  successful, on the merits or otherwise, in one or more but less than all claims,
  issues or matters in such proceeding, he or she may be indemnified against
  expenses actually and reasonably incurred in connection with each successfully
  resolved claim, issue or matter. In the case of an action or suit by or in the
  right of the corporation, no indemnification may be made in respect to any
  claim, issue or matter as to which such person shall have been adjudged to be
  liable to the corporation unless and only to the extent that the Court of
  Chancery or the court in which such action or suit was brought shall determine
  that despite the adjudication of liability such person is fairly and reasonably
  entitled to indemnity for such expenses which the court shall deem proper.
  Section 145 provides that to the extent a director, officer, employee or agent
  of a corporation has been successful in the defense of any action, suit or
  proceeding referred to above or in the defense of any claim, issue or manner
  therein, he or she shall be indemnified against expenses (including attorneys'
  fees) actually and reasonably incurred by him or her in connection therewith.
  
       Article VI of the Registrant's By-Laws ("Article VI") provides that the
  Registrant shall, to the fullest extent permitted by Section 145, indemnify each
  person who is or was a director, officer or employee of the Registrant from and
  against any and all of the expenses, liabilities or other matters referred to in
  or covered by Section 145 and that the Registrant may, but shall not be
  obligated to, maintain insurance at its expense, to protect itself and any such
  persons against any such expenses or liabilities.
  
       Article VI also provides that, without limiting the foregoing provisions of
  Article VI, and except to the extent otherwise required by law, any person
  seeking indemnification under or pursuant to Article VI shall be deemed and
  presumed to have met the applicable standard of conduct required for such
  indemnification unless the contrary shall be established.
  
       Item 7. Exemption From Registration Claimed.
  
       Not applicable.
  
       Item 8. Exhibits.
  
       The Exhibit Index immediately preceding the exhibits is incorporated herein
  by reference.
  
                                       Page 4
  
  <PAGE>   5
  
       Item 9. Undertakings.
  
       1.   The Registrant hereby undertakes:
  
            (a) To file, during any period in which offers or sales are being
       made, a post-effective amendment to this Registration Statement:
  
                 (i) To include any prospectus required by section 10(a)(3) of the
            Securities Act of 1933;
  
                 (ii) To reflect in the prospectus any facts or events arising
            after the effective date of the registration statement (or the most
            recent post-effective amendment thereof) which, individually or in the
            aggregate, represent a fundamental change in the information set forth
            in the registration statement;
  
                 (iii) To include any material information with respect to the
            plan of distribution not previously disclosed in this Registration
            Statement or any material change to such information in this
            Registration Statement;
  
       Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section
       do not apply if the registration statement is on Form S-3, Form S-8 or Form
       F-3, and the information required to be included in a post-effective
       amendment by those paragraphs is contained in periodic reports filed with
       or furnished to the Commission by the registrant pursuant to section 13 or
       section 15(d) of the Securities Exchange Act of 1934 that are incorporated
       by reference in the registration statement.
  
            (b) That, for the purpose of determining any liability under the
       Securities Act, each such post-effective amendment shall be deemed to be a
       new registration statement relating to the securities offered therein, and
       the offering of such securities at that time shall be deemed to be the
       initial bona fide offering thereof.
  
            (c) To remove from registration by means of a post-effective amendment
       any of the securities being registered which remain unsold at the
       termination of the offering.
  
       2. The Registrant hereby undertakes that, for purposes of determining any
  liability under the Securities Act, each filing of the Registrant's annual
  report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
  where applicable, each filing of an employee benefit plan's annual report
  pursuant to Section 15(d) of the Exchange Act) that is incorporated by
  reference in this Registration Statement shall be deemed to be a new
  registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be in the initial
  bona fide offering thereof.
  
  
                                       Page 5
  
  <PAGE>   6
  
       3. Insofar as indemnification for liabilities arising under the Securities
  Act may be permitted to directors, officers and controlling persons of the
  Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
  has been advised that in the opinion of the Securities and Exchange Commission
  such indemnification is against public policy as expressed in the Securities Act
  and is, therefore, unenforceable. In the event that a claim for indemnification
  against such liabilities (other than the payment by the Registrant of expenses
  incurred or paid by a director, officer or controlling person of the Registrant
  in the successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the Registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Securities Act and will be governed by the final
  adjudication of such issue.
  
                                       Page 6
  
  <PAGE>   7
  
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Act, the Registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the city of Nashua, New Hampshire, on this 14th day of June,
  1996.
  
                                 NASHUA CORPORATION
  
                                    By: /s/ Gerald G. Garbacz
                                       -----------------------------
                                        Gerald G. Garbacz, President
                                        and Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
       We, the undersigned officers and directors of Nashua Corporation hereby
  severally constitute and appoint Gerald G. Garbacz, Daniel M. Junius and Paul
  Buffum, and each of them singly, our true and lawful attorneys with full power
  to them, and each of them singly, to sign for us and in our names, in the
  capacities indicated below, the Registration Statement on Form S-8 filed
  herewith and any and all amendments to said Registration Statement and generally
  to do all such things in our name and behalf in our capacities as officers and
  directors to enable Nashua Corporation to comply with the provisions of the
  Securities Act, and all requirements of the Securities and Exchange Commission,
  hereby ratifying and confirming our signatures as they may be signed by our said
  attorneys, or any of them, to said Registration Statement and any and all
  amendments thereto.
  
                                       Page 7
  
  
  <PAGE>   8
  
                WITNESS our hands and common seal on the date set forth below.
  
                Pursuant to the requirements of the Securities Act, this
           Registration Statement has been signed by the following persons in the
           capacities and on the date indicated.
  
             Signature                   Title                     Date
  
   By:  /s/ Gerald G. Garbacz     President, Chief  
        ------------------------  Executive Officer         ) June 14, 1996
        Gerald G. Garbacz         and Director              )
        (Principal Executive                                )
        Officer)                                            )
                                                            )
                                                            )
   By:  /s/ Daniel M. Junius      Vice President-Finance,   )
        -----------------------   Chief Financial Officer   ) June 14, 1996
        Daniel M. Junius          and Treasurer             )
        (Principal Financial                                )
        Officer and Principal                               )
        Accounting Officer)                                 )
                                                            )
                                                            )
                                                            )
   By:  /s/ Sheldon A. Buckler    Director                  )
        -----------------------                             ) June 14 , 1996
        Sheldon A. Buckler                                  )
                                                            )
                                                            )
   By:  /s/ Charles S. Hoppin     Director                  )
        -----------------------                             ) June 14, 1996
        Charles S. Hoppin                                   )
                                                            )
                                                            )
   By:                            Director                  )
        -----------------------                             ) June 14, 1996
        John M. Kucharski                                   )
                                                            )
   By:  /s/ David C. Miller, Jr.  Director                  )
        -----------------------                             ) June 14, 1996
        David C. Miller, Jr.                                )
                                                            )
   By:  /s/ James F. Orr III      Director                  )
        -----------------------                             ) June 14, 1996
        James F. Orr III                                    )
  
  
  
  
  
  
                                       Page 8
  
  <PAGE>   9
  
                                      EXHIBIT INDEX
  
       Exhibit                                                Sequential
       Number                                                 Page Number
  
       4.1  Composite Certificate of Incorporation, as
            amended, of the Registrant (filed as Exhibit to
            the Registrant's Annual Report on Form 10-K for
            the year ended December 31, 1989 and
            incorporated herein by reference)
  
       4.2  By-Laws, as amended, of the Registrant (filed
            as Exhibit to the Registrant's Annual Report on
            Form 10-K for the year ended December 31, 1989
            and incorporated herein by reference)
  
       5.1  Opinion of Hale and Dorr                             10
  
       23.1 Consent of Hale and Dorr (included in                10
            Exhibit 5.1)
  
       23.2 Consent of Price Waterhouse LLP                      11
  
       24.1 Power of Attorney (included in the                    7 
            signature pages of this Registration Statement)
  
                                       Page 9
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "NASHUA CORPORATION", "secsgml_size_bytes": 19664}]
metadata_filer: {"company-data": {"conformed-name": "NASHUA CORP", "cik": "0000069680", "assigned-sic": "2670", "irs-number": "020170100", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-06025", "film-number": "96581221"}, "business-address": {"street1": "44 FRANKLIN ST", "street2": "PO BOX 2002", "city": "NASHUA", "state": "NH", "zip": "03061-2002", "phone": "6038802323"}, "mail-address": {"street1": "44 FRANKLIN STREET", "street2": "P O BOX 2002", "city": "NASHUA", "state": "NH", "zip": "03061-2002"}}
text: 1
       As filed with the Securities and Exchange Commission on June 14, 1996
                                                   Registration No. 333-
  
                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549
                                        
                                     FORM S-8
                                        
                              REGISTRATION STATEMENT
                                      UNDER
                            THE SECURITIES ACT OF 1933
                                        
                                NASHUA CORPORATION
                (Exact name of issuer as specified in its charter)
  
               Delaware                                02-0170100
     (State or other jurisdiction of       (I.R.S. Employer Identification No.)
     incorporation or organization)
  
     44 Franklin Street, Nashua, New Hampshire           03061-2002
     (Address of Principal Executive Offices)            (Zip Code)
  
                            1996 STOCK INCENTIVE PLAN
                             (Full title of the plan)
  
                  John K.P. Stone, III, Esq., c/o Hale and Dorr
                   60 State Street, Boston, Massachusetts 02109
                     (Name and address of agent for service)
                                        
                                  (617) 526-6000
          (Telephone number, including area code, of agent for service)
  
                         CALCULATION OF REGISTRATION FEE
  ----------------+--------------+----------------+-----------+----------------
                    |              |                | Proposed  |
        Title of    |              |   Proposed     |  Maximum  |
       Securities   |   Amount to  |    Maximum     | Aggregate |  Amount of
          to be     |      be      |Offering Price  | Offering  |Registration
       Registered   |  Registered  | Per Share (1)  | Price (1) |   Fee (1)
                    |              |                |           |
  Common Stock,   |660,000 Shares|    $16.875     |$11,137,500|  $3,840.52
    $1.00 par value |              |                |           |
    ----------------+--------------+----------------+-----------+----------------
  (1) Estimated solely for the purpose of calculating the registration fee in
    accordance with Rule 457(c) and (h) of the Securities Act of 1933, as amended,
    and based on the closing price of the Registrant's Common Stock on the New
    York Stock Exchange on June 10, 1996.
  Page 1
                         Exhibit Index Begins on Page 11
  2
  
  PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
       Item 1. Plan Information.
  
       The information required by Part I is included in documents sent or given
  to participants in the 1996 Stock Incentive Plan of Nashua Corporation (the
  "Registrant"), pursuant to Rule 428(b)(1) of the Securities Act of 1933 (as
  amended, the "Securities Act").
  
  PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
       Item 3. Incorporation of Certain Documents by Reference.
  
       The Registrant is subject to the informational and reporting requirements
  of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of 1934 (as
  amended, the "Exchange Act"), and in accordance therewith files reports, proxy
  statements and other information with the Securities and Exchange Commission.
  The following documents, which are on file with the Securities and Exchange
  Commission, are incorporated in this Registration Statement by reference:
  
            (a) The Registrant's latest annual report filed pursuant to Section
       13(a) or 15(d) of the Exchange Act or the latest prospectus filed pursuant
       to Rule 424(b) under the Securities Act that contains audited financial
       statements for the Registrant's latest fiscal year for which such
       statements have been filed.
  
            (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
       Exchange Act since the end of the fiscal year covered by the Registrant
       document referred to in (a) above.
  
            (c) The description of the Common Stock, par value $1.00 per share
       ("Common Stock"), contained in a registration statement filed under the
       Exchange Act, including any amendment or report filed for the purpose of
       updating such description.
  
       All documents subsequently filed by the Registrant pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
  post-effective amendment which indicates that all securities offered hereby
  have been sold or which deregisters all such securities then remaining unsold,
  shall be deemed to be incorporated by reference herein and to be part hereof
  from the date of the filing of such documents. Any statement contained in a
  document incorporated or deemed to be incorporated by reference herein shall be
  deemed to be modified or superseded for purposes of this Registration Statement
  to the extent that a statement contained herein or in any other subsequently
  filed document which also is or is deemed to be incorporated by reference
  herein modifies or supersedes such statement. Any statement so modified or
  superseded shall not be deemed, except as so modified or superseded, to
  constitute a part of this Registration Statement.
  
                                       Page 2
  3
  
       Item 4. Description of Securities.
  
       Not  applicable.
  
       Item 5. Interests of Named Experts and Counsel.
  
       Not  applicable.
  
       Item 6. Indemnification of Directors and Officers.
  
       Section 102(b)(7) of the Delaware General Corporation Law enables a
  Delaware corporation to provide in its certificate of incorporation, and the
  Registrant has so provided in its Composite Certificate of Incorporation, as
  amended, for the elimination or limitation of the personal liability of a
  director to the corporation or its stockholders for monetary damages for breach
  of fiduciary duty as a director, provided, however, that a director's liability
  is not eliminated or limited: (1) for any breach of the director's duty of
  loyalty to the corporation or its stockholders; (2) for acts or omissions not in
  good faith or which involve an intentional misconduct or a knowing violation of
  law; (3) pursuant to Section 174 of the Delaware General Corporation Law (which
  imposes liability on directors for unlawful payment of dividends or unlawful
  stock purchases or redemptions); or (4) for any transaction from which the
  director derived an improper personal benefit.
  
       Section 145 of the Delaware General Corporation Law ("Section 145")
  empowers a corporation to indemnify any person who was or is a party or witness
  or is threatened to be made a party to any threatened, pending or completed
  action, suit or proceeding, whether civil, criminal, administrative or
  investigative (other than an action by or in the right of the corporation) by
  reason of the fact that he or she is or was a director, officer, employee or
  agent of the corporation or is or was serving at the request of the corporation
  as a director, officer, employee or agent of another corporation or enterprise.
  Depending on the character of the proceeding, a corporation may indemnify
  against expenses (including attorneys' fees), judgments, fines and amounts paid
  in settlement actually and reasonably incurred in connection with such action,
  suit or proceeding if the person indemnified acted in good faith and in a manner
  he or she reasonably believed to be in or not opposed to the best interests
  
                                       Page 3
  4
  
  of the corporation and, with respect to any criminal action or proceeding, had
  no reasonable cause to believe his or her conduct was unlawful. If the person
  indemnified is not wholly successful in such action, suit or proceeding, but is
  successful, on the merits or otherwise, in one or more but less than all claims,
  issues or matters in such proceeding, he or she may be indemnified against
  expenses actually and reasonably incurred in connection with each successfully
  resolved claim, issue or matter. In the case of an action or suit by or in the
  right of the corporation, no indemnification may be made in respect to any
  claim, issue or matter as to which such person shall have been adjudged to be
  liable to the corporation unless and only to the extent that the Court of
  Chancery or the court in which such action or suit was brought shall determine
  that despite the adjudication of liability such person is fairly and reasonably
  entitled to indemnity for such expenses which the court shall deem proper.
  Section 145 provides that to the extent a director, officer, employee or agent
  of a corporation has been successful in the defense of any action, suit or
  proceeding referred to above or in the defense of any claim, issue or manner
  therein, he or she shall be indemnified against expenses (including attorneys'
  fees) actually and reasonably incurred by him or her in connection therewith.
  
       Article VI of the Registrant's By-Laws ("Article VI") provides that the
  Registrant shall, to the fullest extent permitted by Section 145, indemnify each
  person who is or was a director, officer or employee of the Registrant from and
  against any and all of the expenses, liabilities or other matters referred to in
  or covered by Section 145 and that the Registrant may, but shall not be
  obligated to, maintain insurance at its expense, to protect itself and any such
  persons against any such expenses or liabilities.
  
       Article VI also provides that, without limiting the foregoing provisions of
  Article VI, and except to the extent otherwise required by law, any person
  seeking indemnification under or pursuant to Article VI shall be deemed and
  presumed to have met the applicable standard of conduct required for such
  indemnification unless the contrary shall be established.
  
       Item 7. Exemption From Registration Claimed.
  
       Not applicable.
  
       Item 8. Exhibits.
  
       The Exhibit Index immediately preceding the exhibits is incorporated herein
  by reference.
  
                                       Page 4
  5
  
       Item 9. Undertakings.
  
       1.   The Registrant hereby undertakes:
  
            (a) To file, during any period in which offers or sales are being
       made, a post-effective amendment to this Registration Statement:
  
                 (i) To include any prospectus required by section 10(a)(3) of the
            Securities Act of 1933;
  
                 (ii) To reflect in the prospectus any facts or events arising
            after the effective date of the registration statement (or the most
            recent post-effective amendment thereof) which, individually or in the
            aggregate, represent a fundamental change in the information set forth
            in the registration statement;
  
                 (iii) To include any material information with respect to the
            plan of distribution not previously disclosed in this Registration
            Statement or any material change to such information in this
            Registration Statement;
  
       Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section
       do not apply if the registration statement is on Form S-3, Form S-8 or Form
       F-3, and the information required to be included in a post-effective
       amendment by those paragraphs is contained in periodic reports filed with
       or furnished to the Commission by the registrant pursuant to section 13 or
       section 15(d) of the Securities Exchange Act of 1934 that are incorporated
       by reference in the registration statement.
  
            (b) That, for the purpose of determining any liability under the
       Securities Act, each such post-effective amendment shall be deemed to be a
       new registration statement relating to the securities offered therein, and
       the offering of such securities at that time shall be deemed to be the
       initial bona fide offering thereof.
  
            (c) To remove from registration by means of a post-effective amendment
       any of the securities being registered which remain unsold at the
       termination of the offering.
  
       2. The Registrant hereby undertakes that, for purposes of determining any
  liability under the Securities Act, each filing of the Registrant's annual
  report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
  where applicable, each filing of an employee benefit plan's annual report
  pursuant to Section 15(d) of the Exchange Act) that is incorporated by
  reference in this Registration Statement shall be deemed to be a new
  registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be in the initial
  bona fide offering thereof.
  
                                       Page 5
  6
  
       3. Insofar as indemnification for liabilities arising under the Securities
  Act may be permitted to directors, officers and controlling persons of the
  Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
  has been advised that in the opinion of the Securities and Exchange Commission
  such indemnification is against public policy as expressed in the Securities Act
  and is, therefore, unenforceable. In the event that a claim for indemnification
  against such liabilities (other than the payment by the Registrant of expenses
  incurred or paid by a director, officer or controlling person of the Registrant
  in the successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the Registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Securities Act and will be governed by the final
  adjudication of such issue.
  
                                       Page 6
  7
  
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Act, the Registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the city of Nashua, New Hampshire, on this 14th day of June,
  1996.
  
                                 NASHUA CORPORATION
  
                                    By: /s/ Gerald G. Garbacz
                                       -----------------------------
                                        Gerald G. Garbacz, President
                                        and Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
       We, the undersigned officers and directors of Nashua Corporation hereby
  severally constitute and appoint Gerald G. Garbacz, Daniel M. Junius and Paul
  Buffum, and each of them singly, our true and lawful attorneys with full power
  to them, and each of them singly, to sign for us and in our names, in the
  capacities indicated below, the Registration Statement on Form S-8 filed
  herewith and any and all amendments to said Registration Statement and generally
  to do all such things in our name and behalf in our capacities as officers and
  directors to enable Nashua Corporation to comply with the provisions of the
  Securities Act, and all requirements of the Securities and Exchange Commission,
  hereby ratifying and confirming our signatures as they may be signed by our said
  attorneys, or any of them, to said Registration Statement and any and all
  amendments thereto.
  
                                       Page 7
  8
  
                WITNESS our hands and common seal on the date set forth below.
  
                Pursuant to the requirements of the Securities Act, this
           Registration Statement has been signed by the following persons in the
           capacities and on the date indicated.
  
             Signature                   Title                     Date
  
   By:  /s/ Gerald G. Garbacz     President, Chief  
        ------------------------  Executive Officer         ) June 14, 1996
        Gerald G. Garbacz         and Director              )
        (Principal Executive                                )
        Officer)                                            )
                                                            )
                                                            )
   By:  /s/ Daniel M. Junius      Vice President-Finance,   )
        -----------------------   Chief Financial Officer   ) June 14, 1996
        Daniel M. Junius          and Treasurer             )
        (Principal Financial                                )
        Officer and Principal                               )
        Accounting Officer)                                 )
                                                            )
                                                            )
                                                            )
   By:  /s/ Sheldon A. Buckler    Director                  )
        -----------------------                             ) June 14 , 1996
        Sheldon A. Buckler                                  )
                                                            )
                                                            )
   By:  /s/ Charles S. Hoppin     Director                  )
        -----------------------                             ) June 14, 1996
        Charles S. Hoppin                                   )
                                                            )
                                                            )
   By:                            Director                  )
        -----------------------                             ) June 14, 1996
        John M. Kucharski                                   )
                                                            )
   By:  /s/ David C. Miller, Jr.  Director                  )
        -----------------------                             ) June 14, 1996
        David C. Miller, Jr.                                )
                                                            )
   By:  /s/ James F. Orr III      Director                  )
        -----------------------                             ) June 14, 1996
        James F. Orr III                                    )
  
                                       Page 8
  9
  
                                      EXHIBIT INDEX
  
       Exhibit                                                Sequential
       Number                                                 Page Number
  
       4.1  Composite Certificate of Incorporation, as
            amended, of the Registrant (filed as Exhibit to
            the Registrant's Annual Report on Form 10-K for
            the year ended December 31, 1989 and
            incorporated herein by reference)
  
       4.2  By-Laws, as amended, of the Registrant (filed
            as Exhibit to the Registrant's Annual Report on
            Form 10-K for the year ended December 31, 1989
            and incorporated herein by reference)
  
       5.1  Opinion of Hale and Dorr                             10
  
       23.1 Consent of Hale and Dorr (included in                10
            Exhibit 5.1)
  
       23.2 Consent of Price Waterhouse LLP                      11
  
       24.1 Power of Attorney (included in the                    7 
            signature pages of this Registration Statement)
  
                                       Page 9