<PAGE>   1

                                    FORM 10-K

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

(Mark One)

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE 
     ACT OF 1934 

                            For the fiscal year ended

                                DECEMBER 31, 1997
                                -----------------

                                       or

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
     EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

For the transition period from __________________ to __________________


                         COMMISSION FILE NUMBER 1-5492-1

                               NASHUA CORPORATION
             (Exact name of registrant as specified in its Charter)

              DELAWARE                                  02-0170100
      (State of incorporation)             (IRS Employer Identification Number)

         44 FRANKLIN STREET
             PO BOX 2002
         NASHUA, NEW HAMPSHIRE                          03061-2002
(Address of principal executive offices)                (Zip Code)

       Registrant's telephone number, including area code: (603) 880-2323

Securities registered pursuant to Section 12(b) of the Act:

                                                    Name of each exchange
     Title of each class                            on which registered
-------------------------------                    -----------------------
Common Stock, par value $1.00                      New York Stock Exchange
Preferred Stock Purchase Rights                    New York Stock Exchange


Securities registered pursuant to Section 12(g) of the Act:  None

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]


                                    Continued



<PAGE>   2


     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes  [X]          No [ ]

     The aggregate market value of voting stock held by non-affiliates of the
registrant as of March 19, 1998 was approximately $96,781,381. The number of
shares outstanding of the registrant's Common Stock as of March 19, 1998 was
6,716,931 (excluding 24,064 shares held in treasury).



                       DOCUMENTS INCORPORATED BY REFERENCE


     Parts I and II - Portions of Registrant's Annual Report to Stockholders for
the year ended December 31, 1997.

     Part III - Portions of the Registrant's Proxy Statement dated March 25,
1998 for the Annual Meeting of Stockholders to be held on April 24, 1998.






<PAGE>   3


                                     PART I


ITEM 1.  BUSINESS


GENERAL

         Nashua Corporation's continuing operations consist of three divisions:
Specialty Coated Products, Label Products and Imaging Supplies. For financial
reporting, these divisions comprise the Commercial Products Group. Consolidated
sales for 1997 for continuing operations were $173.2 million. The Company plans
to divest all of its photofinishing operations as described below. The Company
also owns a 37.1 percent interest in Cerion Technologies, Inc. ("Cerion") as
described below. For financial reporting, this holding is reported as a separate
segment.

         Nashua was incorporated in Massachusetts in 1904 and changed its state
of incorporation to Delaware in 1957. The Company has its principal executive
offices at 44 Franklin Street, PO Box 2002, Nashua, New Hampshire 03061-2002
(Telephone: (603) 880-2323). References to the "Company" or to "Nashua" refer to
Nashua Corporation and its consolidated subsidiaries, unless the context
otherwise requires.

         On March 10, 1998, the Company reached an agreement to sell its
photofinishing operations in the U.S., U.K. and Canada for consideration of
approximately $52.5 million in cash and the assumption of certain liabilities.
Management anticipates that this sale will be consummated in the first half of
1998 and is also continuing discussions for the sale of its photofinishing
business in Northern Ireland. As a result, the Company is exiting all of its
photofinishing operations and has reported this segment as a discontinued
operation in the accompanying consolidated financial statements.

         During the second quarter of 1996, Cerion completed its initial public
offering of common stock, which included the sale of shares of its stock owned
by the Company, reducing the Company's ownership of Cerion to 37.1 percent.
Accordingly, the Company no longer consolidates the results of Cerion and has
accounted for its remaining interest under the equity method of accounting since
the completion of the initial public stock offering.

         The Company recorded net restructuring and other unusual charges of
$4.3 million in 1997 which included charges in the fourth quarter of $.6 million
related to restructuring the corporate organization, a charge in the third
quarter of $.9 million related to the sale of excess real estate in Nashua, NH,
and a second quarter charge of $2.8 million for costs associated with
restructuring certain distribution channels and aligning the workforce with
levels of demand in the Commercial Products Group.

         The Note entitled "Information About Operations" in the Company's
Consolidated Financial Statements, which appears on page 29 of the Company's
Annual Report to Stockholders, contains financial information concerning
Nashua's business segments.

         FORWARD LOOKING INFORMATION: This Form 10-K contains forward-looking
statements as that term is defined in the Private Securities Litigation Reform
Act of 1995. When used in this report, the words "expects," "believes," "can,"
"will" or 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,
completion of the sales of the Company's photofinishing businesses, the
possibility of a final award of material damages in the Ricoh litigation or the
Cerion litigation, fluctuations in customer demand, intensity of competition
from other vendors, timing and acceptance of new product introductions, and
general economic and industry conditions. For additional discussion of factors
that may affect the Company's performance, refer to those described from time to
time in the Company's other filings with the Securities Exchange Commission,
press releases and other communications.



                                       -2-


<PAGE>   4

COMMERCIAL PRODUCTS GROUP

     The Commercial Products Group has three divisions: Imaging Supplies,
Specialty Coated Products and Label Products.

     IMAGING SUPPLIES The Imaging Supplies Division manufactures and sells a
variety of consumable products used in the process of reproducing and
transferring readable images. Nashua's imaging supplies are comprised of toners,
developers, remanufactured laser printer cartridges and copy paper. The Imaging
Supplies Division sales were approximately $73 million for 1997, $98 million
for 1996 and $137 million for 1995.

     Nashua markets its toners, developers, copy paper and remanufactured laser
printer cartridges to national and government accounts through a network of
approximately 150 dealers located throughout the United States. Those dealers
also purchase Nashua's imaging supplies for resale directly to end-users. The
Company also sells certain of those products through its own sales force to
office supply distributors and private label machine and supply
distributors.

     Nashua's competitors for toners and developers include Xerox Corporation,
Canon, Inc., Ricoh Corporation and Eastman Kodak Company, which sell supplies
for use in machines manufactured by them. The Company also competes with other
smaller independent manufacturers of toner and developer products. This market
segment is competitive, with more sophisticated toner formulas and shorter
copier machine life cycles requiring timely product development and marketing.

     The Division's primary competitor for its remanufactured laser printer
cartridges is Canon, Inc. which manufactures both new and remanufactured laser
printer cartridges principally for sale to large original equipment
manufacturers, including Hewlett Packard Company, for resale under their brand
names. In addition, there are approximately 4,000 small laser printer cartridge
rechargers which provide low volumes to small customers.

     SPECIALTY COATED PRODUCTS The Specialty Coated Products Division
manufactures and sells thermal and non-thermal, thermosensitive label, Davac(R)
dry-gummed label, and carbonless papers. Specialty Coated Products Division
sales, excluding inter-divisional sales to the Company's Label Products
Division, were approximately $29 million for 1997, $33 million for 1996 and $35
million for 1995.

     Thermal papers develop an image upon contact with either a heated stylus or
a thermal print head. Thermal papers are used in point of sale printers, airline
and package identification systems, gaming and ticketing systems, medical and
industrial recording charts and for conversion to labels. Another application
for these papers is for use in thermal facsimile machines. The Division's
competitors include major integrated companies such as Appleton Papers, Inc.,
Kanzaki Paper Mfg. Co., Ltd., Jujo Paper Co., Ltd. and Ricoh Corporation, as
well as several other manufacturers in the United States, Japan and Europe.

     The Division's thermosensitive label papers are coated with an adhesive
that is activated when heat is applied. Those products are usually sold through
fine paper merchants who, in turn, resell them to printers who convert the
papers into labels for use primarily in the pharmaceutical industry. The
Division's thermosensitive label papers are also used in the bakery industry and
the meat packaging industry.

     Davac(R) dry-gummed label paper is a paper which is coated with a
moisture-activated adhesive. Davac(R) dry-gummed label paper is sold primarily
to fine paper merchants and business forms manufacturers. It is ultimately
converted into various types of labels and stamps.

     Competitors in the thermosensitive and dry-gummed label industries include
Brown-Bridge Company (a division of Spinnaker Industries, Inc.) and Ivex
Corporation.




                                       -3-


<PAGE>   5


     Carbonless paper is a coated paper used in the production of multi-part
business forms which produce multiple copies without carbon paper. The product
is sold in sheet form through fine paper merchants and in roll form directly to
the printing industry, where it is converted into multi-part business forms.
Within the carbonless paper market, Nashua generally competes with large
integrated manufacturers including Appleton Papers, Inc., The Mead Corporation
and Imation Corporation.

     LABEL PRODUCTS  The Label Products Division sells pressure-sensitive labels
through distributors and directly to end-users. Significant uses of labels
include grocery scale marking, inventory control and address labels. The Label
Products Division is a major supplier of labels to the supermarket industry and
of labels used in the distribution and manufacture of a wide variety of other
products. The label industry is price sensitive and competitive, and includes
competitors such as Moore Corporation Ltd., Rittenhouse Paper Company Inc.,
Hobart Corporation, Avery Dennison Corporation and UARCO, Inc. plus numerous
small regional converters. A significant amount of the thermal paper used by the
Label Division for thermal, pressure-sensitive labels is manufactured by
Nashua's Specialty Coated Products Division. Label Division sales were
approximately $71 million for 1997, $68 million for 1996 and $73 million for
1995.

     DEVELOPMENT OF NEW PRODUCTS  Success of the Commercial Products Group
depends in part on its continued ability to develop and market new products.
There can be no assurance that the Company will be able to develop and introduce
new products in a timely manner or that such products, if developed, will
achieve market acceptance. In addition, the Group's growth is dependent on its
ability to penetrate new markets and sell through alternative channels of
distribution. There can be no assurance that the markets being served by the
Commercial Products Group will continue to grow; that existing and new products
will meet the requirements of such markets; that the Group's products will
achieve customer acceptance in such markets; that competitors will not force
prices to an unacceptably low level or take market share from the Commercial
Products Group; or that the Group can achieve or maintain profits in its
markets.

     SUPPLIES AND MATERIALS  The Commercial Products Group depends on outside
suppliers for most of the raw materials used to produce toners and developers,
labels and label papers, carbonless papers and thermal papers, including paper
to be converted and chemicals to be used in producing the various coatings
Nashua applies. The Group purchases materials from several suppliers and
believes that adequate supplies are available. Products purchased in finished
form (including certain toners, developers and papers) are readily available
from a variety of sources. There are no assurances that the Group's operating
results will not be adversely affected, however, by future increases in cost of
raw materials or sourced products.

     MANUFACTURING OPERATIONS  The Commercial Products Group operates
manufacturing facilities in Nashua, New Hampshire; Merrimack, New Hampshire;
Omaha, Nebraska; and Nogales, Mexico. All of these sites are unionized, except
for the Nogales, Mexico plant. There can be no assurance that future operating
results will not be adversely affected by labor, political and regulatory risks
in Mexico, or changes in labor wage rates or productivity.


CERION TECHNOLOGIES

     Cerion, based in Champaign, Illinois, manufactures and markets
precision-machined aluminum disk substrates that are used in the production of
magnetic thin-film disks for hard disk drives of portable and desktop computers.
On May 23, 1996, the Company and Cerion completed an initial public offering of
common stock of Cerion. As a result of the offering, the Company's ownership of
Cerion was reduced to 37.1 percent and, accordingly, the Company no longer
consolidates the results of Cerion and accounts for its remaining interest under
the equity method of accounting.


RESEARCH AND DEVELOPMENT

     Nashua's research and development efforts have been instrumental in the
development of many of the products it markets. Nashua's research and
development expenditures were $7.7 million in 1997, $9.2 million in 1996 and
$8.9 million in 1995.



                                       -4-

<PAGE>   6

ENVIRONMENTAL MATTERS

     The Company (and its competitors) are subject to various environmental laws
and regulations. These include the Comprehensive Environmental Response,
Compensation and Liability Act, as amended by the Superfund Amendments and
Reauthorization Act ("CERCLA"), the Resource Conservation and Recovery Act
("RCRA"), the Clean Water Act and other state and local counterparts of these
statutes. The Company believes that its operations have been and continue to be
operating in compliance in all material respects with applicable environmental
laws and regulations. (Violation of these laws and regulations could result in
substantial fines and penalties.) Nevertheless, in the past and potentially in
the future, the Company has and could receive notices of alleged environmental
violations. The Company has endeavored to promptly remedy any such violations
upon notification.

     For the past three years, the Company has spent approximately $1 million
per year for compliance with pertinent environmental laws and regulations. In
addition, for those sites which the Company has received notification of the
need to remediate, the Company has assessed its liability and has established a
reserve for estimated costs associated therewith. At December 31, 1997 the
reserve for potential environmental liabilities was $1.5 million. Liability of
"potentially responsible parties" (PRP) under CERCLA and RCRA, however, is joint
and several, and actual remediation expenses at sites where the Company is a PRP
may exceed current estimates. The Company believes that based on the facts
currently known and the environmental reserve recorded, its remediation expense
with respect to those sites and on-going costs of compliance are not likely to
have a material adverse effect on its liquidity, consolidated financial position
or results of operations.


EMPLOYEES

     Nashua and its subsidiaries had approximately 1,811 full-time employees at
March 10, 1998, including 750 full-time employees for continuing operations.
Approximately 450 employees of Nashua's Commercial Products Group segment are
members of one of several unions, principally the United Paperworkers
International Union. There are three agreements with the United Paperworkers
International Union covering a majority of the Commercial Products Group's
hourly employees. These agreements generally have a duration of two years and
expiration dates in the first quarter of the respective year.


FOREIGN OPERATIONS

     The Company has decided to sell its Photo business and is therefore in the
process of disposing of all of its significant foreign operations as described
more fully in the Note to the Company's Consolidated Financial Statements
entitled "Business Changes" which has been incorporated by reference into Item 8
of Part 2 of this Report. As such, information regarding identifiable assets by
geographic region is reported as discontinued operations in the Note to the
Company's Financial Statements entitled "Information About Operations" which
appears on page 29 of the Company's Annual Report to Stockholders for the fiscal
year ended December 31, 1997.


ITEM 2.  PROPERTIES

     Nashua's manufacturing facilities are located in the United States, Canada,
the United Kingdom, Northern Ireland and Mexico. Nashua considers its properties
to be in good operating condition and suitable for the production of its
products.

     The principal manufacturing facilities of the Company are listed by
industry segment, location and principal products produced. Except as otherwise
noted, each of these facilities is owned by the Company.




                                       -5-

<PAGE>   7

                              PRINCIPAL PROPERTIES


                                     SQUARE         PRINCIPAL
LOCATION                            FOOTAGE         PRODUCTS PRODUCED
--------                            -------         -----------------


COMMERCIAL PRODUCTS
-------------------

Merrimack, New Hampshire            545,000         carbonless paper, facsimile
                                                    paper, thermosensitive and 
                                                    dry-gummed label papers, 
                                                    chemicals, dry toners
Omaha, Nebraska                     170,000         pressure-sensitive labels 
                                                    and laminate paper
Nashua, New Hampshire               198,000         dry toners and developers, 
                                                    chemicals
Nogales, Mexico                      55,000(1)      laser printer cartridges

PHOTO(2)
--------

Parkersburg, West Virginia           81,000(1)      photofinishing
Newton Abbot, United Kingdom         46,000(1)      photofinishing
Telford, United Kingdom              38,000(1)      photofinishing
Saskatoon, Saskatchewan, Canada      15,000         photofinishing
Deal, United Kingdom                  9,500(1)      photofinishing
Belfast, Northern Ireland            24,000(1)      photofinishing





----------

(1)  Leased facilities.
(2)  The Company intends to dispose of all the listed "Photo" properties, and
related rights and obligations, as part of exiting its photofinishing
operations.


















                                       -6-
<PAGE>   8

ITEM 3.  LEGAL PROCEEDINGS

     In April 1994, Ricoh Company, Ltd. and Ricoh Corporation ("Ricoh") brought
a lawsuit in the United States District Court, District of New Hampshire,
alleging the Company's infringement of the U.S. patents 4,611,730 and 4,878,603
relating to certain toner cartridges for Ricoh copiers. In March 1997, the
District Court enjoined Nashua from manufacturing, using or selling its NT-50
and NT-6750 toner cartridges. Sales of these products in 1996 amounted to one
percent of Nashua's total sales. The Court left the subject of damages, if any,
to subsequent proceedings. The Company disagrees with the Court's decision and
has appealed to the United States Court of Appeals for the Federal Circuit. At
the trial, Ricoh alleged that its damages would be approximately $10 million as
of the date of the trial, and the Company alleged that such damages should be in
the range of $.1 million to $.4 million. Ricoh also is seeking treble damages
and attorneys' fees for willful infringement, but the Company believes an award
for such damages is unlikely. The Company is awaiting the District Court's
decision on damages and the Court of Appeals decision.

     In August and September 1996, two individual plaintiffs initiated lawsuits
in the Circuit Court of Cook County, Illinois against the Company, Cerion,
certain directors and officers of Cerion, and the Company's underwriter, on
behalf of classes consisting of all persons who purchased the common stock of
Cerion between May 24, 1996 and July 9, 1996. These two complaints were
consolidated. In March 1997, the same individual plaintiffs joined by a third
plaintiff filed a Consolidated Amended Class Action Complaint (the "Consolidated
Complaint"). The Consolidated Complaint alleged that, in connection with
Cerion's initial public offering, the defendants issued materially false and
misleading statements and omitted the disclosure of material facts regarding, in
particular, certain significant customer relationships. In October 1997, the
Court on motion by the defendants, dismissed the Consolidated Complaint. The
plaintiffs filed a Second Amended Consolidated Complaint alleging substantially
similar claims as the Consolidated Complaint seeking damages and injunctive
relief. The Company believes this lawsuit is without merit, has substantial
defenses and intends to vigorously defend against these allegations.

        The Company is involved in certain environmental matters and has been
designated by the Environmental Protection Agency ("EPA") as a potentially
responsible party ("PRP") for certain hazardous waste sites. In addition, the
Company has been notified by certain state environmental agencies that some of
the Company sites not addressed by the EPA require remedial action. These sites
are in various stages of investigation and remediation. Due to the unique
physical characteristics of each site, the technology employed, the extended
timeframes of each remediation, the interpretation of applicable laws and
regulations and the financial viability of other potential participants, the
ultimate cost to the Company of remediation for each site is difficult to
determine. At December 31, 1997, based on the facts currently known and the
Company's prior experience with these matters, the Company has concluded that
there is at least a reasonable possibility that site assessment, remediation
and monitoring costs will be incurred by the Company with respect to those
sites which can be reasonably estimated in the aggregate range of $1.3 million
to $1.5 million. This range is based, in part, on an allocation of certain
sites' costs which, due to the joint and several nature of the liability, could
increase if the other PRPs are unable to bear their allocated share. At
December 31, 1997, the Company has accrued $1.5 million which represents, in
management's view, the most likely amount within the range stated above. Based
on information currently available to the Company, management believes that it
is probable that the major responsible parties will fully pay the costs
apportioned to them. Management believes that, based on its financial position
and the estimated environmental accrual recorded, its remediation expense with
respect to those sites is not likely to have a material adverse effect on the
Company's consolidated financial  position or results of operations.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.






                                       -7-
<PAGE>   9


EXECUTIVE OFFICERS OF THE REGISTRANT

     Set forth below are the present executive officers of the Company for
Section 16 of the Securities and Exchange Act purposes, their ages and their
positions held with the Company:

NAME                        AGE    POSITION
----                        ---    --------

Gerald G. Garbacz           61     Chairman, President and Chief Executive 
                                   Officer
Daniel M. Junius            45     Vice President-Finance, Chief Financial 
                                   Officer and Treasurer
Paul Buffum                 53     Vice President, General Counsel and Secretary
Joseph I. Gonzalez-Rivas    42     Vice President
John J. Ireland             46     Vice President
Michael D. Jeans            49     Vice President
Eugene P. Pache             47     Vice President
Bruce T. Wright             48     Vice President
Joseph R. Matson            50     Corporate Controller

     Mr. Garbacz has been Chairman of the Board of Nashua since June 1996 and
President and Chief Executive Officer since January 1996. He was a private
investor from 1994 through 1995. He was Chairman and Chief Executive Officer of
Baker & Taylor Inc. (information distribution) from 1992 to 1994 and Executive
Vice President of W.R. Grace & Co. from prior to 1991 to 1992. He is also a
director of Handy & Harman Inc. and Chairman of the Board of Cerion Technologies
Inc.

     Mr. Junius has been the Chief Financial Officer of Nashua since November
1995, Vice President-Finance since September 1995 and Treasurer since June 1985.
He is also a director of Cerion Technologies Inc.

     Mr. Buffum has been Vice President and General Counsel of Nashua since May
1996 and Secretary since April 1987. He was Counsel from November 1983 until May
1996.

     Mr. Rivas has been Vice President/General Manager of the Imaging Supplies
Division of Nashua since March 1996. From October 1994 to February 1996, he was
President of the Label Group of Engraph Inc. and from July 1991 to October 1994,
he was President of the Patton Division of Engraph Inc.

     Mr. Ireland has been Vice President/General Manager of the Specialty Coated
Products Division of Nashua since November 1995 and General Manager since April
1994. Prior to 1994, Mr. Ireland held various positions with Raychem
Corporation.

     Mr. Jeans has been a Corporate Vice President and President of the Photo
Group of Nashua since April 1996. Prior to April 1996, he was President of
Wesson-Peter Pan Foods, Inc. (a division of Conagra), a foods processor. From
1990 to 1993 he was a Senior Vice President-Sales and Marketing of H.P. Hood
Inc. (a dairy products producer).

     Mr. Pache has been Vice President/General Manager of the Label Products
Division of Nashua since December 1996 and General Manager since December 1995.
From April 1994 to December 1995, he was the Vice President/General Manager of
Sales and Marketing for the Company's Commercial Products Group. From February
1992 to April 1994, Mr. Pache was the Director of Sales, Electronics Division,
of Raychem Corporation

     Mr. Wright has been Vice President-Human Resources of Nashua since October
1994. Prior to October 1994, he was Vice President of Barry Controls (a division
of Applied Power Inc.), a custom manufacturer of vibration and control systems.
From 1990 to 1993, he was a Senior Group Personnel Manager at Digital Equipment
Corporation.

     Mr. Matson has been the Corporate Controller of Nashua since July 1988.

     Executive officers are generally elected to their offices each year by the
Board of Directors shortly after the Annual Meeting of Shareholders.



                                       -8-

<PAGE>   10

                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

     Reference is made to the Note entitled "Quarterly Operating Results and
Common Stock Information (Unaudited)" to the Company's Consolidated Financial
Statements, which appears on page 30 of the Company's Annual Report to
Stockholders for the fiscal year ended December 31, 1997 and is incorporated by
reference in this Form 10-K.


ITEM 6.  SELECTED FINANCIAL DATA

     The information contained under the heading "Five Year Financial Review" on
page 9 of the Company's Annual Report to Stockholders for the fiscal year ended
December 31, 1997 is incorporated by reference in this Form 10-K.


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

     The information contained under the heading "Management's Discussion and
Analysis of Financial Condition and Results of Operations" on pages 10 through
13 of the Company's Annual Report to Stockholders for the fiscal year ended
December 31, 1997 is incorporated by reference in this Form 10-K. This
information should be read in conjunction with the related consolidated
financial statements incorporated by reference under Item 8.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The information contained in the consolidated financial statements, notes
to consolidated financial statements, and report of independent accountants on
pages 14 through 31 of the Company's Annual Report to Stockholders for the
fiscal year ended December 31, 1997 is incorporated by reference in this Form
10-K.


ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND 
         FINANCIAL DISCLOSURE

     None.



                                    PART III


ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The section entitled "Nominees for Election as Directors", which appears on
pages 1 through 3 of the Company's Proxy Statement dated March 25, 1998, is
incorporated by reference in this Form 10-K. See also the section entitled
"Executive Officers of the Registrant" appearing in Part I hereof.





                                       -9-



<PAGE>   11
ITEM 11. EXECUTIVE COMPENSATION

     The sections entitled "Compensation of Directors" and "Compensation of
Executive Officers," which appear on pages 4 through 7 of the Company's Proxy
Statement dated March 25, 1998, is incorporated by reference in this Form 10-K.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The sections entitled "Security Ownership of Management" and "Security
Ownership of Certain Beneficial Owners," which appear on pages 12 through 15 of
the Company's Proxy Statement dated March 25, 1998, are incorporated by
reference in this Form 10-K.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The section entitled "Certain Transactions and Indebtedness," which appears
on page 9 of the Company's Proxy Statement dated March 25, 1998, is incorporated
by reference in this Form 10-K.




                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

     (a)  The following documents are filed as part of this report:

          (1)  Financial statements:
                                                                           Page
           Consolidated statements of operations and retained earnings 
               for each of the three years in the period ended 
               December 31, 1997                                            14*
           Consolidated balance sheets at December 31, 1997 and 
               December 31, 1996                                            15* 
           Consolidated statements of cash flows for each of the three
               years in the period ended December 31, 1997                  16*
           Notes to consolidated financial statements                    17-30*
           Report of independent accountants                                31*

          (2)  Financial statement schedule:

           Report of independent accountants on financial 
               statement schedule                                           14
           Schedule II - Valuation and qualifying accounts for each 
               of the three years in the period ended December 31, 1997     15

     The financial statement schedule should be read in conjunction with the
financial statements in the 1997 Annual Report to Stockholders. All other
schedules have been omitted as they are not applicable, not required, or the
information is included in the consolidated financial statements or notes
thereto.

     *Page references are to the 1997 Annual Report to Stockholders. The 1997
Annual Report to Stockholders is not to be deemed filed as part of this Report
except for those parts thereof specifically incorporated by reference into this
Report.



                                      -10-


<PAGE>   12

(3)     EXHIBITS:

3.01    Composite Certificate of Incorporation of the Company, as amended.
        Exhibit to the Company's Annual Report on Form 10-K for the year ended
        December 31, 1989, and incorporated herein by reference.

3.02    By-laws of the Company, as amended. Exhibit to the Company's Annual
        Report on Form 10- K for the year ended December 31, 1989, and
        incorporated herein by reference.

4.01    Loan and Security Agreement dated as of March 28, 1997. Exhibit to the
        Company's Form 10-Q for the quarterly period ended March 28, 1997 and
        incorporated herein by reference.

4.02    Revolving Credit Promissory Note dated as of March 28, 1997. Exhibit to
        the Company's Form 10-Q for the quarterly period ended March 28, 1997
        and incorporated herein by reference.

4.03    Rights Agreement, dated as of July 19, 1996, between the Company and The
        First National Bank of Boston, as Rights Agent, which includes as
        Exhibit A the Form of Certificate of Designations, as Exhibit B the Form
        of Rights Certificate, and as Exhibit C the Summary of Rights to
        Purchase Preferred Stock. Exhibit to the Company's Form 8-K dated August
        28, 1996 and incorporated herein by reference.

10.01   1987 Stock Option Plan of the Company. Exhibit to the Company's Proxy
        Statement dated March 24, 1987, and incorporated herein by reference.

10.02   Amendments to the 1987 Stock Option Plan of the Company effective as of
        April 28, 1989. Exhibit to the Company's Form 10-Q for the quarterly
        period ended June 30, 1989, and incorporated herein by reference.

10.03   Amendments to the 1987 Stock Option Plan of the Company effective
        October 24, 1997.  

10.04   1993 Stock Incentive Plan of the Company. Exhibit to the Company's Proxy
        Statement dated March 19, 1993, and incorporated herein by reference.

10.05   1996 Stock Incentive Plan of the Company. Exhibit to the Company's Proxy
        Statement dated May 15, 1996, and incorporated herein by reference.

10.06   Retention Agreement dated as of October 24, 1997 between the Company and
        Gerald G. Garbacz.

10.07   Retention Agreement dated as of October 24, 1997 between the Company and
        Daniel M. Junius.

10.08   Retention Agreement dated as of October 24, 1997 between the Company and
        Paul Buffum

10.09   Retention Agreement dated as of October 24, 1997 between the Company and
        Joseph I. Gonzalez-Rivas.

10.10   Retention Agreement dated as of October 24, 1997 between the Company and
        John J. Ireland.

10.11   Retention Agreement dated as of October 24, 1997 between the Company and
        Michael D. Jeans.

10.12   Retention Agreement dated as of October 24, 1997 between the Company and
        Eugene P. Pache.

10.13   Retention Agreement dated as of October 24, 1997 between the Company and
        Bruce T. Wright.

10.14   Retention Agreement dated as of October 24, 1997 between the Company and
        Joseph R. Matson.

10.15   Management Incentive Plan of the Company.

10.16   Master Asset Purchase Agreement dated as of March 10, 1998 between the 
        Company and District Photo Inc.

10.17   U.S. Asset Purchase Agreement dated as of March 10, 1998 between Nashua
        Photo Inc., Promolink Corporation and District Photo Inc.

10.18   U.K. Asset Purchase Agreement dated as of March 10, 1998 between Nashua
        Photo Limited and District Photo Inc.

10.19   Canada Asset Purchase Agreement dated as of March 10, 1998 between
        Nashua Photo Limited and District Photo Inc.


                                      -11-

<PAGE>   13
11.01   Statement regarding Computation of Earnings Per Share and Common
        Equivalent Share.

13.01   Nashua Corporation 1997 Annual Report to Shareholders, certain portions
        of which have been incorporated herein by reference.

21.01   Subsidiaries of the Registrant.

23.01   Consent of Independent Accountants.

24.01   Powers of Attorney.

(b)     Reports on Form 8-K:

        On April 9, 1997, the Company filed a report on Form 8-K concerning a
        ruling in the patent litigation suit brought by Ricoh Company, Ltd.

        On November 20, 1997, the Company filed a report on Form 8-K regarding
        the sale of its Specialty Coated Products and International
        Photofinishing businesses.

        On March 20, 1998, the Company filed a report on Form 8-K regarding the
        sale of its photofinishing group and the retention of its Specialty
        Coated Products business.


































                                      -12-

<PAGE>   14

                                   SIGNATURES



        Pursuant to the requirements of Section 13 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 25, 1998                 By /s/ Daniel M. Junius
                                        ---------------------------------------
                                        Daniel M. Junius
                                        Vice President-Finance,
                                        Chief Financial Officer and Treasurer


SIGNATURE                     TITLE                             DATE
---------                     -----                             ----

/s/ Gerald G. Garbacz         Chairman, President and            March 25, 1998
-------------------------     Chief Executive Officer
Gerald G. Garbacz                                   

/s/ Daniel M. Junius          Vice President-Finance,            March 25, 1998
-------------------------     Chief Financial Officer
Daniel M. Junius              and Treasurer                    
                                                     

/s/ Joseph R. Matson          Corporate Controller and           March 25, 1998
-------------------------     Chief Accounting Officer
Joseph R. Matson                                    

Sheldon A. Buckler*           Director
-------------------------
Sheldon A. Buckler

Charles S. Hoppin*            Director                           March 25, 1998
-------------------------
Charles S. Hoppin

John M. Kucharski*            Director
-------------------------
John M. Kucharski

David C. Miller, Jr.*         Director
-------------------------
David C. Miller, Jr.

Peter J. Murphy*              Director
-------------------------
Peter J. Murphy

James F. Orr III*             Director                           March 25, 1998
-------------------------
James F. Orr III


*By /s/ Daniel M. Junius                                         March 25, 1998
    ---------------------
    Daniel M. Junius
    Attorney-In-Fact



                                      -13-



<PAGE>   15


                        REPORT OF INDEPENDENT ACCOUNTANTS

                         ON FINANCIAL STATEMENT SCHEDULE




TO THE BOARD OF DIRECTORS OF
NASHUA CORPORATION



Our audits of the consolidated financial statements referred to in our report
dated February 4, 1998, except as to the Business Changes Note which is as of
March 10, 1998 appearing in the Company's Annual Report to Stockholders for the
fiscal year ended December 31, 1997 (which report and consolidated financial
statements are incorporated by reference in this Form 10-K) also included an
audit of the Financial Statement Schedule listed in Item 14(a) of this Form
10-K. In our opinion, the Financial Statement Schedule presents fairly, in all
material respects, the information set forth therein when read in conjunction
with the related consolidated financial statements.









Price Waterhouse LLP
Boston, Massachusetts
February 4, 1998, except as to the Business Changes Note which is as of 
March 10, 1998.























                                      -14-


<PAGE>   16

                                                                     SCHEDULE II
                                                                     -----------


                       NASHUA CORPORATION AND SUBSIDIARIES
                        VALUATION AND QUALIFYING ACCOUNTS

(In Thousands)

<TABLE>
<CAPTION>

                                                   Balance at
                                                    Previous                                         Balance at
Description                                        End of Year      Additions       Deductions       End of Year
-----------                                        -----------      ---------       ----------       -----------
<S>                                                  <C>           <C>            <C>                 <C>   

DECEMBER 31, 1997:

Allowance for doubtful accounts                      $1,884        $   79(a)      $  (770)(b)(f)      $1,193
Valuation allowance on deferred tax assets              328            --              --                328


DECEMBER 31, 1996:

Allowance for doubtful accounts                      $2,397        $  558(a)      $(1,071)(b)         $1,884
Valuation allowance on deferred tax assets            3,300            --          (2,972)(e)            328


DECEMBER 31, 1995:

Allowance for doubtful accounts                      $2,628        $1,717(a)      $(1,948)(b)(c)      $2,397
Valuation allowance on deferred tax assets               --         3,300(d)           --              3,300


</TABLE>



(a)  Charged to costs and expenses.
(b)  Accounts deemed uncollectible.
(c)  Includes decrease of $270 due to restatement of discontinued operations.
(d)  Charged to income tax expense.
(e)  Tax assets deemed unrealizable.
(f)  Includes decreases of $116 due to restatement of discontinued operations.














                                      -15-