UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 5, 2014

 

 

VISANT CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

DELAWARE   333-120386   90-0207604

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

357 Main Street

Armonk, New York

  10504
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (914) 595-8200

Not applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 8.01 Other Events.

Visant Corporation (“Registrant” or “Visant”) announces that all waiting periods or approvals under applicable antitrust regulations that were required to be obtained in connection with the closing under the previously announced Omnibus Transaction Agreement dated July 25, 2014 (the “OTA”) have expired or been obtained. Under the OTA, Registrant will contribute the capital stock of its AKI, Inc. dba Arcade Marketing subsidiary to a new strategic venture, in consideration of cash proceeds and a minority interest to be received by Visant in the resulting strategic venture with OCM Luxembourg Ileos Holdings S.à.r.l. (the “Transaction”).

The parties anticipate closing the Transaction not later than September 23, 2014. At such time Registrant also anticipates consummating the previously announced refinancing of its senior secured credit facilities.

Use of Forward-Looking Statements

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This report contains “forward-looking statements”, including, without limitation, statements concerning expectations regarding the proposed transactions. Forward-looking statements are not historical facts, but rather predictions and generally can be identified by use of statements that include such words as “may”, “might”, “will”, “should”, “estimate”, “project”, “plan”, “anticipate”, “expect”, “intend”, “outlook”, “believe”, “evaluate” and other similar expressions that are intended to identify forward-looking statements and information. These forward-looking statements are based on estimates and assumptions by management that, although believed to be reasonable, are inherently uncertain and subject to a number of risks and uncertainties. Actual results may differ materially from current expectations depending upon a number of factors affecting the businesses and risks associated with the successful execution of the proposed transactions. These factors include, without limitation, successful completion of the proposed transactions, and those identified under “Risk Factors” in Visant’s Annual Report on Form 10-K for the year ended December 28, 2013, in addition to those discussed in Visant’s quarterly reports on Form 10-Q.

We caution you not to place undue reliance on these forward-looking statements, and any such forward-looking statements are qualified in their entirety by reference to the cautionary statements. All forward-looking statements speak only as of the date they are made, are based on current expectations and involve a number of assumptions, risks and uncertainties that could cause the actual results to differ materially from such forward-looking statements. We undertake no obligation to update publicly or revise any forward-looking statements in light of new information, future events or otherwise, except as required by law.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

      VISANT CORPORATION
Date: September 8, 2014      

/s/ MARIE D. HLAVATY

      Marie D. Hlavaty
      Senior Vice President, Chief Legal Officer