10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-K

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

For the fiscal year ended December 26, 2008

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from             to            

Commission File Number 333-116673

DA-LITE SCREEN COMPANY, INC.

(Exact Name of Registrant as Specified in its Charter)

Indiana	35-1013951
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)

3100 North Detroit Street, P.O. Box 137 Warsaw, Indiana	46581-0137
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (574) 267-8101

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

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  x

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  ¨

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.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer	¨	Accelerated Filer	¨
Non-accelerated Filer	x	Smaller Reporting Company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

As of February 24, 2009, there were 5,389.62 shares of the registrant’s common stock outstanding (all of which are privately owned and are not traded on any public market).

TABLE OF CONTENTS

		Page
PART I
Item 1.	Business	1
Item 1A.	Risk Factors	10
Item 1B.	Unresolved Staff Comments	13
Item 2.	Properties	13
Item 3.	Legal Proceedings	14
Item 4.	Submission of Matters to a Vote of Security Holders	14
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	15
Item 6.	Selected Financial Data	15
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	24
Item 8.	Financial Statements and Supplementary Data	26
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	41
Item 9A.	Controls and Procedures	41
Item 9B.	Other Information	42
PART III
Item 10.	Directors and Executive Officers of the Registrant	42
Item 11.	Executive Compensation	45
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	53
Item 13.	Certain Relationships and Related Transactions, and Director Independence	54
Item 14.	Principal Accountant Fees and Services	55
Part IV
Item 15.	Exhibits and Financial Statement Schedules	56
Signatures		59

i

PART I

Item 1. Business.

Da-Lite Screen Company, Inc. (together with all its subsidiaries, the “Company” or “Da-Lite”) is one of the world’s leading manufacturers and distributors of projection screens. Da-Lite’s projection screens, which are focused on the premium end of the large screen market, are used in a wide range of settings including conference rooms, educational institutions, live entertainment venues, meeting rooms, training facilities, houses of worship and private homes. Da-Lite’s products provide the viewer with an enhanced visual experience in settings where a large screen adds to the communication of information or entertainment. The Company’s products are versatile and can be customized to fit the needs of unique viewing venues.

Da-Lite has been manufacturing and distributing projection screens since 1909. The Company operates manufacturing facilities in both the United States and Europe and its products are sold through an extensive sales and distribution network in over 100 countries. The Company generated net sales and income before income taxes and minority interest of $166.2 million and $27.4 million, respectively, in 2008. Net sales and income before income taxes and minority interest were $170.2 million and $29.0 million, respectively, in 2007.

Market Overview

Da-Lite designs, manufacturers and distributes certain equipment used in large-scale audio visual presentation systems. The audio visual industry spans a number of horizontal and vertical markets that incorporate visual displays in a wide variety of applications.

Horizontal Markets

Da-Lite addresses the needs of its customers by focusing on specific horizontal and vertical markets. The horizontal markets consist of (i) audio visual dealers, integrators and system consultants and (ii) architects.

Audio Visual Dealers, Integrators and System Consultants. The “dealer” market also includes distributors, integrators, system consultants, IT/Networking, facility/venue management personnel and manufacturers. This important market includes thousands of Da-Lite dealers and distributors who are managed through the Da-Lite network of company Sales Consultants and are supported by Sales Partners in Da-Lite’s Warsaw corporate headquarters.

Architect Market. No one buying influence has more impact on new buildings and tenant improvements than architects. Da-Lite puts emphasis on this critical market with increased training, support materials and communications.

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Vertical Markets

Da-Lite recognizes that there are core vertical markets that utilize an abundance of audio visual equipment. These core vertical markets are also identified in the annual industry research conducted by InfoComm International, the audio visual industry’s major trade organization. Da-Lite concentrates its vertical market efforts in Business/IT, Education, Government and Military, Houses of Worship and Hospitality with a special emphasis on the architect and the specification market.

Business/IT Market. The Business/IT market is the largest individual market in the industry in terms of customers and total revenue. We believe that this market will see the further convergence of audio visual and IT into an overall target within this vital market. We also view the Business/IT market as representing the greatest potential source for projection screen revenue growth. With the advent of more powerful digital projectors and continued lower prices, we expect this vertical market to grow over time.

Hospitality Market. Da-Lite has included two specific vertical markets under the broader Hospitality market, Rental and Staging and Entertainment. The demand for audio visual equipment continues to grow as more sophisticated presentations are being utilized in conferences, meeting rooms, convention centers and entertainment events. Da-Lite markets products targeted at the special needs of companies that provide portable audio visual solutions. The Hospitality Market relies on Da-Lite to provide high performance and reliable products that enhance presentations.

Education Market. Education has traditionally been an important market for projection screens. We believe that the education market is an important vertical market that is poised for future growth. Da-Lite addresses the specific needs of this market with product features such as its CSR (Controlled Screen Return), an exclusive offering that assists in the quiet, controlled return of a manually-operated projection screen into its case.

Houses of Worship Market. One of the growing markets for Da-Lite projection screens and accessories is Houses of Worship. Whether through renovation or new construction, worship facilities are equipping their properties with complete audio visual systems. These systems are used to enhance the experience of the congregation as well as, in many cases, to supplement or replace bound, printed hymnals and other materials. We believe that the Houses of Worship market is moving towards wider screen formats and that the demand for screens for use by the pastor and choir will continue to increase. Other Da-Lite products, such as lecterns, are finding applications in the Houses of Worship market.

Government and Military Market. Da-Lite has an established reputation and is an industry leader in rear screen projection technology. This technological edge makes Da-Lite a popular choice for critical installations related to pilot training in both the public and private sectors. The simulation market demands a high degree of specialization and product specific materials. The Da-Lite Blue Ash, Ohio facility is skilled at developing and producing the highly technical materials required for these installations and helps to keep the Company at the forefront of projection screen research and development.

International Markets. International markets are important to the Company. Da-Lite’s European presence, with its subsidiaries in the Netherlands and France, positions the Company to capitalize on this market segment.

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Home Theater Market. The Home Theater market is a small but important part of the Company’s revenue. As home theater projectors have evolved to provide higher performance at lower cost, the addition of a media room to one’s home has become a more affordable option for middle income as well as upper income families. This is furthered by the greater availability of movies, sports events and other content on broadcast television, cable television, broadcast satellite and DVDs. The home theater market has also been influenced by the “cocooning” trends of families who want to enhance their range of activities in their homes however, the recent downturn in the housing market has caused a slowdown in this area of business. The slowdown in the United States housing market continues to adversely affect the Home Theater market.

Competitive Strengths

Da-Lite believes that its competitive strengths include the following:

• High Quality and Broad Product Line. The Company believes that it leads the industry with the quality and breadth of its product line and that it offers its customers more choices of projection screen surfaces and screen sizes than its competitors. Da-Lite is recognized for developing new projection screen surfaces that enable customers to take advantage of the latest developments in projector technology and for introducing product features that add new levels of user convenience. The Company also manufactures and distributes other presentation products such as lecterns, easels, audio visual carts, monitor mounts and brackets for plasma and other flat panel displays. The Company’s extensive product line allows customers to meet a variety of their projection screen and presentation needs from a single source.

• Strong Brands. The Company believes that the Da-Lite^® brand is the leading name in the projection screen industry and the Company is dedicated to maintaining its position by demonstrating industry leadership in product development, customer service and education. The Company has a number of other recognized brands, including Projecta^® (projection screens and support furniture), Procolor^® (projection screens), Fast-Fold^® (portable screens), Oravisual^® (easels and lecterns), Polacoat^® (rear projection screens) and Advance Products^® (audio visual carts, monitor mounts and brackets for flat panel displays).

• Excellent Customer Service and Support. Da-Lite offers excellent customer support through a dedicated staff of product specialists to assist dealers and end users in meeting their presentation needs. Da-Lite’s product specialists are certified by the International Communications Industries Association, Inc.^® (ICIA^®).

• Strong Worldwide Distribution and Marketing Capabilities. The Company uses a dedicated group of sales employees located throughout the United States to reach its dealers and other customers who are required to be both ICIA^® certified and LEED^® accredited by the U.S. Green Building Council. In addition, the Company maintains relationships with distributors and dealers in over 100 countries throughout the world.

• Efficient and Flexible Manufacturing. The Company believes that its streamlined manufacturing processes and information systems allow it to offer its customers rapid order turn around times, customizable product features and competitive pricing. Consequently, the Company’s dealers are able to conserve capital by keeping their inventory levels low while providing end users with more product choices and better service.

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• Experienced and Capable Workforce and Management Team. The Company’s highly motivated and flexible workforce continues to be an important source of ideas to improve productivity and to reduce costs on a continuing basis. The Company also has a very experienced and capable management team. Mr. Richard E. Lundin, the Chairman and Chief Executive Officer, and Ms. Judith D. Loughran, the Executive Vice President, joined the Company in 1989 as part of a leveraged buyout and have led the Company’s expansion strategy through internal growth and strategic acquisitions since then.

Company History

Da-Lite is the successor to a business founded in Chicago in 1909 to manufacture projection screens primarily for the motion picture industry. The founder, Adele DeBerri, developed a silver painted canvas projection screen that quickly became the standard for the industry. Da-Lite expanded rapidly in the 1950’s and emerged as the preeminent manufacturer of projection screens in the world by developing the largest network of photographic distributors and dealers in the industry. The Company pioneered many innovations including the first tripod screen, electrically operated screen, perforated screen, glass beaded screen and rear projection screen. In 1957, a core group of 40 employees relocated from Chicago to Warsaw, Indiana where the Company continues to maintain its headquarters.

In 1984, Heritage Communications, Inc. (Heritage) acquired Da-Lite and subsequently consolidated its operations with other Heritage presentation product operations including Welt/Safe-Lock (projection tables) and Oravisual (easels and lecterns).

In 1987, Tele-Communications, Inc. purchased Heritage and sought to divest the non-cable television portion of the business including Da-Lite and its consolidated companies. Da-Lite’s current management and major shareholders executed a leveraged buyout of the Company in 1989.

In 1991, the Company acquired Projecta B.V., a European screen and audio visual furniture company. Two years later, it acquired Uni-Screen, a producer of home theater screens. In 1995, the Company purchased the Advance Products Company, Inc., an audio visual cart, monitor mount and projector table company. The Company acquired Visual Structures, Inc., a video wall and rear screen support structure company, in 1999. Da-Lite subsequently disposed of Visual Structures’ video wall activities and consolidated the rear screen support operations into its other operations. In 2001, the Company made its most recent acquisition by purchasing Procolor, a French projection screen manufacturer which further expanded Da-Lite’s European presence.

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Products

Da-Lite’s core business is the manufacturing of projection screens that are used in conjunction with projectors manufactured by other companies. The Company’s projection screens can be found in a variety of settings including: conference rooms, training facilities, educational institutions, entertainment venues, meeting rooms, houses of worship and private homes.

Screen sales, which accounted for approximately 85%, 84% and 84% of the Company’s net sales in 2008, 2007 and 2006, respectively, can be divided into three broad categories (i.e. electric, wall and portable), which can be further divided into 20 different screen surfaces tailored to meet a variety of projection and viewing requirements. Da-Lite has developed several new screen surfaces in recent years that have different characteristics with respect to the reflectivity of light, the resolution of the projected image and the width of the viewing angle to suit the changing capabilities of projection systems. Da-Lite’s comprehensive product catalog lists projection screens ranging in size from 40 inches by 40 inches, on the small end, to 60 feet by 90 feet, on the large end. Larger or specially shaped screens are produced on a custom order basis. Da-Lite believes that its flexible and vertically integrated manufacturing processes allow it to deliver products to its customers more efficiently than its competitors.

In 2008, Da-Lite introduced its 3D projection screen, which it believes may have applicability in a number of different markets. In January 2009, the Company introduced its “JKP” line of projection screens that are designed to provide enhanced performance in high end home theater applications.

Electric Screens. Electrically operated screens are usually found in business meeting rooms, educational institutions, houses of worship and home theater applications. These products use a motorized roller system to raise or lower the viewing surface from a case and have the ability to be concealed in the ceiling or hung at the top of a wall. Electric screens accounted for approximately 43%, 41% and 40% of the Company’s net sales in 2008, 2007 and 2006, respectively.

Wall Screens. Wall screens are typically found in business meeting rooms, educational institutions and home theater applications. Wall screens are normally mounted on an exposed wall surface and may either be retractable or attached to a fixed frame. Wall screens accounted for approximately 19%, 19% and 21% of the Company’s net sales in 2008, 2007 and 2006, respectively.

Portable Screens. The Fast-Fold^® line of portable screens are most often used in hotel meeting rooms, entertainment venues and other situations that require easy setup and quick removal. The Company’s other portable screens include Insta-Theater^® screens which rise from the floor or can be placed on a table and freestanding tripod screens. Portable screens accounted for approximately 22%, 23% and 21% of the Company’s net sales in 2008, 2007 and 2006, respectively.

Screen Materials. Da-Lite manufactures screen materials used to assemble many of the Company’s branded products. The Company’s management believes that this in-house capability provides a competitive and cost advantage in the projection screen industry. Outside sales of screen materials accounted for approximately 1%, 1% and 2% of its net sales in 2008, 2007 and 2006, respectively.

Other. The Company produces custom engineered rear projection systems and also manufactures a number of complementary products, including audio visual carts, monitor mounts, brackets for flat panel displays, easels, multi-media support furniture and lecterns. These items allow Da-Lite to offer a complete product line that enables customers to satisfy many of their audio visual peripheral needs from a single source. Sales of other products and freight accounted for approximately 15%, 16% and 16% of the Company’s net sales in 2008, 2007 and 2006, respectively. This category includes amounts billed to customers for shipping.

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Note 7 of the notes to the Company’s consolidated financial statements included in Item 8 of this report contains information regarding Da-Lite’s two reporting segments, the United States and Europe.

Distribution and Customers

Da-Lite currently sells its products to more than 7,000 dealers or distributors in over 100 countries around the globe. The Company generally does not sell its products directly to end users. Furthermore, the Company has a broad customer base with no customer accounting for more than 3% of net sales in 2008 and with the Company’s top ten customers accounting for approximately 14% of net sales in 2008. Da-Lite’s wide product offering enables customers to consolidate purchasing requirements by using the Company as their primary supplier for a variety of audio visual and presentation items.

In the United States, the Company sells primarily through nonexclusive dealers, such as traditional audio visual resellers who sell products to end users. Outside of the United States, the Company sells to distributors who in turn sell to local dealers in their respective countries.

Sales and Marketing

The Company believes that the Da-Lite^® brand is the leading name in the projection screen industry and the Company is dedicated to maintaining its position by demonstrating leadership in product development, manufacturing excellence, customer service and education. Da-Lite is recognized by the International Communications Industries Association, Inc.^® (ICIA^®) as a Certified Audio Visual Solutions Provider, the industry standard certification for companies in the professional audio visual industry.

Sales. The Company’s Sales division is categorized into five groups:

The Commercial Sales group is responsible for sales to the horizontal and vertical markets in the United States, Canada and South and Central America. The group consists of Sales Consultants who assist the Company’s dealers with sales training, new product introductions and perform after sales service in their defined territories. Sales Consultants also present the Company’s product offerings to specific vertical markets including architects and specifiers who may be in positions to make specifying and/or purchasing decisions. The Company’s Sales Consultants are Da-Lite employees and are compensated through a monthly commission based upon payments received for products shipped to their respective territories.

The Home Theater Sales group consists of independent representatives located in the United States and Canada who specialize in the sale of projection screens and other products related to home theaters. These representatives, unlike the Sales Consultants in the Commercial Sales group, are not the Company’s employees and are compensated on a commission basis.

The International Sales team is responsible for managing the Company’s foreign distributors in Europe, Asia, Mexico, the Middle East and Africa. Da-Lite sells products to distributors operating in these regions who in turn, market the Company’s products to local dealers.

The Bids and Quotes group is responsible for working with dealers on major projects.

The Internal Customer Service group is located in the Company’s Warsaw facility. Da-Lite’s product specialists receive extensive customer service and product application training and are required to be ICIA^® certified to help ensure that they have sufficient knowledge to handle customer inquiries.

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Marketing. In 2008 Da-Lite shifted from a sales and manufacturing driven business model to a marketing driven model. The competition in the projection screen industry continues to intensify as the domestic market experiences increased marketing efforts from other projection screen manufacturers. The Company has developed a competitive strategy to market to horizontal and vertical markets, added marketing personnel and increased advertising efforts.

Through key promotions, the Company was able to increase its internal marketing and sales expertise with experienced Da-Lite personnel as well as adding the new position of Architectural Specialist to support the internal and external marketing efforts to the influential vertical market.

Another part of the shift to marketing was the development of a comprehensive strategy that identified the need to position the Company and its people to the horizontal targeted audience. This included research in specific vertical markets, a new corporate campaign and the implementation of vertical market tactics including advertising, sales support materials and targeted promotions.

The marketing plan recognized the need to communicate the efforts Da-Lite is making to become a more environmentally friendly community and corporate neighbor. To this end, the Da-Lite Screen Green™ program was launched in the fourth quarter of 2007. Da-Lite Screen Green™ is the umbrella for all of the Company’s environmental or “green” programs. Over the past few years, the Company has successfully changed its paint lines in Warsaw to much more eco-friendly powder coated finishes that has drastically reduced the Company’s emissions of volatile organic compounds (VOCs). In the first quarter of 2008, the Company achieved ISO14001 certification.

The Company’s website, www.da-lite.com, has played an increasingly important role in the Company’s marketing plan in recent years. The website is a core marketing resource and contains a complete product list accompanied with photos, detailed descriptions, specification data and pricing information. In addition, the website offers a Live Chat area where Da-Lite representatives answer questions regarding the Company’s products and services. The website also provides comprehensive product information regarding the appropriate size and type of projection screen required for a given application.

Trade shows are a key tool for audio visual companies to stay abreast of the most recent market developments. The Company utilizes state-of-the-art display booths at trade shows throughout the year to promote its products to customers and other members of the audio visual industry.

The Company believes that maintaining the market leader position carries with it a responsibility to educate the customer base. In this regard, Da-Lite has published white papers on presentation technology and the Company’s tradeshow participation includes a strong educational component.

Suppliers

The Company has developed strong relationships with a global network of suppliers and relies on these relationships to ensure that high quality inputs are delivered in a timely manner. The Company’s principal purchased components include fabric, fabric substrates, chemicals and coatings used for screen surfaces, motors to operate electric screens, aluminum, packaging materials and steel. The Company actively evaluates its total supply chain costs and develops sourcing opportunities in various parts of the world to obtain the highest quality inputs for production and to manage the Company’s costs. In some cases, the Company relies on a limited number of suppliers for key components or materials especially with regard to one type of fabric substrate. If one or more of these suppliers were to terminate production or otherwise stop providing the Company with materials, the Company’s financial results could be adversely affected.

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Competition

Da-Lite competes in the audio visual presentation equipment industry with a number of other manufacturers in the United States and overseas. On an international basis, the Company currently competes with many established projection screen manufacturers and a number of newer entrants from China and elsewhere. The Company also competes with a number of smaller companies in many of the local markets in which it is active. Although there are many manufacturers of projection screens, the Company believes that it has a larger market share in projection screens than the nearest competitor. The Company believes that it is the leader in both North America and Europe and that no individual competitor has a leading position in Asia. Da-Lite believes that its reputation for quality, the breadth of its product line, its rapid delivery times, its customer support and its broad distribution network are key factors differentiating the Company from its competitors, some of whom compete primarily on price. The Company’s projection screens also compete, to a certain extent, with electronic devices such as large liquid crystal and plasma displays.

Environmental Matters

The Company is subject to various evolving federal, state, local and foreign environmental laws and regulations governing, among other things, emissions to air, discharge to waters and the generation, handling, storage, treatment and disposal of a variety of hazardous and non-hazardous substances and wastes. These laws and regulations provide for substantial fines and criminal sanctions for violations and impose liability for the costs of cleaning up and damages resulting from past spills, disposals or other releases. Although the Company is not aware of any material expenses required to be made by it to comply with environmental laws, there is no assurance material expenditures relating to environmental matters might not ultimately become necessary.

Employees

Employees are a key part of the Company’s success and the Company’s management believes that relationships with its employees are excellent. As of December 26, 2008, the Company had approximately 480 employees in the United States (U.S.) and 120 employees in its European facilities. None of the Company’s U.S. employees are represented by unions while substantially all of the Company’s European employees are represented by unions. Management takes pride in developing a work environment that fosters a loyal culture with a focus on efficiency, quality and developing innovative methods to improve productivity. The Company has been able to avoid layoffs since 1991 and management believes this philosophy has instilled a collaborative and supportive environment that facilitates employee participation in improving productivity.

Available Information

Da-Lite is subject to the informational requirements of the Exchange Act. Therefore, we file periodic reports, proxy statements and other information with the Securities and Exchange Commission (“SEC”). Such reports, proxy statements and other information may be obtained by visiting the Public Reference Room of the SEC at 100 F Street, NE, Washington, DC 20549 or by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site (www.sec.gov) that contains reports, proxy statements and other information required that issuers file electronically.

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Da-Lite does not make its annual reports on Form 10-K, its quarterly reports on Form 10-Q, its current reports on Form 8-K and amendments to those reports available on its website (www.da-lite.com) because the website is reserved for use as a focused marketing tool. The Company will provide electronic or paper copies of its filings free of charge upon request.

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Item 1A. Risk Factors.

The Company’s business, its future performance and forward looking statements are affected by general industry and growth rates, general U.S. and non-U.S. economic and political conditions (including the global economy), competition, supplier relationships, interest rate and currency exchange rate fluctuations and other events. The following items are representative of the risks, uncertainties and other conditions that may impact the Company’s business, future performance and the forward looking statements that it makes in this report or that it may make in the future.

The increased demand for projection screens in some recent periods resulted in large part from changes in projector technology, the increased use of visual presentation tools and other industry trends. Any changes in these trends could adversely affect the demand for the Company’s products.

The demand for projection screens and other presentation products increased in some recent years largely as the result of the improved capabilities and lower costs of projectors, the increased use of visual presentation tools in business, education and other settings, and consumer interest in home theaters. Any changes in these or other industry trends, including the development of competing technologies, could adversely affect the demand for Da-Lite’s products and could negatively impact the Company’s future growth and its results of operations.

Substantial competition from existing or new competitors or products could reduce the Company’s market share and harm its results.

The projection screen business is highly competitive with a number of participants in the United States and internationally, and the Company believes that competition has been intensifying. Although management believes that the Company has a substantially larger global market share in projection screens than its nearest competitor, the Company competes on an international basis with two other substantial competitors and a number of newer entrants from China and elsewhere. The Company also competes with a number of smaller companies in many of its local markets. There is no assurance that existing or new competitors in the United States, Europe, Asia or elsewhere will not gain market share. The Company also faces increased competition from manufacturers of electronic devices such as large liquid crystal and plasma displays. There is no assurance that size, pricing or other improvements in these products or the development of new products, will not result in increased competitive pressure. Any increased competition could adversely affect the Company’s financial performance.

We have been adversely affected by the current difficult economic and market conditions, including conditions in the residential and commercial real estate markets, and the continuation or worsening of these conditions could further negatively impact our results and financial condition.

The Company’s success depends to a significant extent on numerous factors affecting business and consumer spending and residential and commercial construction, including economic conditions relating to the markets we serve. In a weak economy, our customers may reduce their level of discretionary spending or investment which likely would materially adversely affect our business, financial condition, results of operations and cash flows. Our results have been adversely affected in recent years by a decline in residential construction, which reduces the demand for projection screens for home theaters and the demand in our other markets may be affected by general economic conditions as well as factors that directly affect such markets. For example, the declines in commercial construction and business investment generally in 2008 adversely affected the demand in the Business/IT market, and a decline in convention activity caused by poor economic conditions adversely affected the demand in the Hospitality market. The continuation or worsening of difficult economic and market conditions could further negatively impact our business, financial condition, results of operations and cash flows.

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The Company’s success depends on its ability to retain its senior management and other key personnel.

The Company’s success depends to a significant extent on the efforts and abilities of its senior management team. The loss of one or more persons could have an adverse effect on the business. The Company currently does not have key executive insurance relating to its senior management team.

The Company’s success also depends on its ability to hire, train and retain skilled workers in all areas of the business. From time to time, there may be a shortage of skilled labor that may make it more difficult and expensive for the Company to attract and retain qualified employees. If the Company is unable to attract and retain qualified individuals or its labor costs increase significantly, the Company’s operations would be adversely affected.

Shortages of materials or components could adversely affect the Company’s results.

Shortages of materials or components could adversely affect the Company’s results. In addition, there are certain materials and components, including one type of fabric substrate, as to which the Company has only a few suppliers. Any disruption in deliveries from these suppliers could hinder the Company’s ability to fulfill customer orders on a timely basis, which could adversely affect results.

Changing technology requires the Company to make continued product innovations to remain competitive. Any failure to make innovations could adversely affect the Company’s competitive position.

Changes in technology create the demand for new screen surfaces and other product innovations. For example, screen surfaces that increase contrast rather than reflectivity have been required to make better use of the higher light output of newer projectors in many applications. If the Company fails to make needed product innovations, the Company’s competitive position and results will be adversely affected.

A casualty or work stoppage relating to the Company’s Warsaw, Indiana facility or other facilities could adversely affect its results.

A large portion of the Company’s manufacturing and other operations are conducted at its headquarters facility in Warsaw, Indiana. Any interruption in manufacturing, head office or computer operations from fire, severe weather, accident or other calamity or work stoppage at this facility or the Company’s other facilities could have a material adverse effect on the Company’s reputation and results.

The Company may incur material liabilities under various environmental laws.

The Company is subject to various evolving federal, state, local and foreign environmental laws and regulations governing, among other things, emissions to air, discharge to waters and the generation, handling, storage, treatment and disposal of a variety of hazardous and non-hazardous substances and wastes. These laws and regulations provide for substantial fines and criminal sanctions for violations and impose liability for the costs of cleaning up and damages resulting from past spills, disposals or other releases. Although the Company is not aware of any material expenses required to be made by it to comply with environmental laws, there is no assurance that material expenditures relating to environmental matters might not ultimately become necessary.

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Fluctuations in currency exchange rates could adversely affect the Company’s sales and profits.

The Company performs most of its manufacturing in the United States with the remainder of its manufacturing capability located in the Netherlands and France. Virtually all of the Company’s labor and overhead costs and many of its costs for components and supplies are in U.S. Dollars or Euros although the Company also procures some components in Asia. Furthermore, the Company’s customers are located throughout the world. Consequently, fluctuations in currency exchange rates could negatively affect the Company’s results.

The Company expects that it will need to refinance most of its current indebtedness on or before its maturity in May of 2011, and there is no assurance as to the cost or availability of this replacement financing.

The company’s 9 ¹/2% senior notes mature in May of 2011. Although the Company expects that it will be able to generate cash from operations to pay or prepay a portion of this indebtedness, it expects that it will need to refinance most of this indebtedness on or before its maturity date. Credit market conditions, as well as other economic conditions, currently are difficult. There is no assurance that such new financing will be available when needed or as to the cost or other terms of this financing.

The Company cannot make assurances that it will continue to qualify as an S corporation and will continue to be generally exempt from United States federal or state income taxes. A failure to qualify as an S corporation could subject the Company to federal and state income taxes.

The Company made an election to be treated as an S corporation for United States federal and state income tax purposes, commencing January 1, 1998, and an election to treat its eligible subsidiaries as qualified subchapter S subsidiaries for United States federal and state income tax purposes. As an S corporation, the Company is generally not subject to United States federal and most state income taxation on its income from U.S. operations. Rather, the Company’s income, gains, losses, deductions and credits generally flow through to its shareholders.

Section 1361 of the Internal Revenue Code of 1986, as amended, provides that a corporation that meets certain requirements may elect to be taxed as an S corporation. These requirements include but are not limited to: (1) the corporation having only certain types of shareholders, (2) the corporation having 100 shareholders or less and (3) the corporation having only one class of stock. The Company’s management believes that it presently meets the requirements to be treated as an S corporation.

The Company has not obtained a ruling from the Internal Revenue Service or any state tax agency confirming that it will be treated as an S corporation or that the Company’s eligible subsidiaries will be treated as qualified subchapter S subsidiaries for United States federal and state income tax purposes. Nor has the Company obtained an opinion upon which an investor may rely to this effect. Furthermore, the Company cannot assure investors that the applicable law and regulations will not change in a way that would result in the Company’s treatment as a corporation other than as an S corporation for United States federal and state income tax purposes in the future.

If for any reason the Company elects to change or lose its S corporation status or its subsidiaries lose their qualified subchapter S subsidiary status, the Company would be required to pay United States federal and state income tax thereby reducing the amount of cash available to repay its debt or to reinvest in its operations which generally would have a material adverse effect on its operating results and financial condition.

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Item 1B. Unresolved Staff Comments.

Not applicable.

Item 2. Properties.

Da-Lite conducts its business from the following facilities, all of which are owned by the Company:

Location	Approximate Sq. Footage	Primary Function
Warsaw, Indiana	311,300	Main manufacturing facility and corporate headquarters
Blue Ash, Ohio	44,000	Screen fabric production, rear projection screens
Wichita, Kansas	130,000	Metal fabrication
Weert, Netherlands	160,000	Screen manufacturing, metal fabrication
Patay, France	43,560	Screen manufacturing

Warsaw Facility. The facility based in Warsaw, Indiana has the most extensive production capabilities and serves as the Company’s headquarters.

Blue Ash (Cincinnati Area) Facility. The Blue Ash, Ohio facility is a much smaller plant that produces all of the flexible material used in the Fast-Fold portable screen product line and certain electric screens. The facility also supplies optical and structural components for the Company’s rear projection systems.

Wichita Facility. The Wichita, Kansas plant is largely a metal fabrication facility that produces carts and stands, monitor mounts, easels and multi-media support furniture as well as some parts and sub-assemblies for products produced at the Warsaw facility. Wichita also acts as a central distribution center for certain products.

Weert Facility. The Weert, Netherlands facility is a vertically integrated manufacturing plant that produces front projection screens, carts and stands, and multi-media support furniture under the Projecta^® brand name. The Company completed the construction of the 160,000 square foot facility in September 2004 and uses this site to house its Dutch manufacturing and office personnel.

Patay Facility. The Company produces front projection screens at its Patay plant located south of Paris, France. These products are marketed under the Procolor^® brand name.

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Item 3. Legal Proceedings.

The Company is involved in legal proceedings in the ordinary course of business. Da-Lite’s management believes that all pending litigation is routine in nature and that none of this litigation individually or in the aggregate is likely to have a material adverse effect on the results of operations or financial position of the company.

Item 4. Submission of Matters to a Vote of Security Holders.

No matters were submitted to a vote of security holders during the fourth quarter ended December 26, 2008.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

As of December 26, 2008, there were 51 holders of record of the Company’s single-class of capital stock. No public trading market, or public exchange, for the Company’s common equity has been established.

As a subchapter S corporation under the Internal Revenue Code of 1986, distributions are made by Da-Lite to its shareholders to pay estimated taxes relating to taxable income allocated to them by the Company on a quarterly basis. Tax related distributions were $10.7 million and $12.1 million in 2008 and 2007, respectively.

The Company paid regular distributions to its shareholders in 2008 and 2007 at the monthly rate of $200 per share or $1.1 million per month in the aggregate, subject to the covenants contained in the indenture related to its 9 ¹/2% senior unsecured notes due in May 2011.

During the fourth quarter of 2008, the Company repurchased 21 shares of the Company’s common stock from stockholders.

Item 6. Selected Financial Data.

The following tables set forth Da-Lite’s selected consolidated financial data. The selected consolidated financial data as of and for each of the years in the five-year period ended December 26, 2008 were derived from the Company’s audited consolidated financial statements.

	Year Ended (1)
	December 26, 2008			December 28, 2007			December 29, 2006			December 30, 2005			December 31, 2004
	(dollars in thousands)
Net sales	$	166,239		$	170,164		$	169,827		$	165,634		$	162,166
Net income		26,452			27,839			31,634			30,815			31,194
Total assets		80,947			91,901			97,496			93,089			94,344
Long-term debt		119,730			128,980			140,200			144,200			150,200
Shareholders’ deficit		(49,042	)		(49,485	)		(55,219	)		(62,638	)		(68,556	)

(1) The Company uses a 52-week or 53-week fiscal year ending on the last Friday of December. The fiscal year ended December 31, 2004 was a 53-week year and all other fiscal years were 52-week years.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward Looking Statements

This annual report on Form 10-K contains certain statements that may be deemed to be forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included in this report are forward looking statements. When used in this report, the words “may,” “will,” “should,” “would,” “anticipate,” “estimate,” “expect,” “plan,” “believe,” “predict,” “potential,” “intend,” and similar expressions are intended to identify forward looking statements. Forward looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. These risks and uncertainties include, but are not limited to, changes in sales or industry trends, changes in economic conditions, competition, retention of senior management and other key personnel, availability of materials or components, ability to make continued product innovations, casualty or work stoppages at the Company’s facilities, currency exchange rates, the availability of financing and other factors describe in “Item 1A. Risk Factors.” Forward looking statements are based on assumptions and assessments made by the Company’s management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. Readers of this report are cautioned not to place undue reliance on these forward looking statements as there can be no assurance that these forward looking statements will prove to be accurate. Management undertakes no obligation to update any forward looking statements. This cautionary statement is applicable to all forward looking statements contained in this report.

Overview

Da-Lite is a leading manufacturer of projection screens primarily focused on the premium end of the market. Projection screens are the Company’s main product line and the Company produces three types: (1) electrically operated screens, which have the ability to retract into a concealed ceiling recess or into a wall-mounted case, (2) wall screens, which are normally mounted on an exposed wall surface and may either be manually retractable or attached to a rigid frame, and (3) portable screens that can easily be set up and removed. Da-Lite also sells custom engineered rear projection systems and complementary presentation products such as lecterns, easels, audio visual carts, monitor mounts and brackets for plasma and LCD displays.

Outlook

Da-Lite believes that its primary competitive strengths are the quality of its products, the breadth of its product line and its excellent customer service. Sales for 2009 are difficult to forecast because the Company does not operate with a significant order backlog. However, the Company believes that it will continue to make the investments needed to maintain the level of performance historically seen from its core business.

Regular distributions to shareholders in 2009 are being reduced from a monthly rate of $200 per share to $150 per share or $0.8 million per month in the aggregate for the first three months of 2009, and $137.50 per share or $0.7 million per month in the aggregate starting in April of 2009, in each case subject to the covenants contained in the indenture related to the Company’s 9 ¹/2% senior notes. The Company currently believes that cash generated from operations will be sufficient to cover its operating requirements, although there can be no assurances in this regard.

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Results of Operations

Year Ended December 26, 2008 Compared with Year Ended December 28, 2007

Net Sales. Net sales were $166.2 million for 2008, as compared to net sales of $170.2 million for 2007, a decrease of $4.0 million or 2.4%. Net sales by the Company’s United States (U.S.) operations decreased 3.5%. In the U.S., electric screen sales increased $0.4 million primarily because demand for the Company’s core business of electrically operated screens with viewing surfaces measuring 100 inches in diagonal and above grew somewhat. Wall screen sales decreased $0.9 million and portable screen sales decreased $1.6 million. Both were likely impacted by a slowdown in the economy and the housing market, especially during the fourth quarter. Results also reflected increased competition from imports and plasma screens. Sales of other products decreased $2.8 million from 2007 levels, a result of lower sales of screen fabric, audio visual carts and rear projection systems, attributed to a slowdown in the economy. Net sales from the Company’s European subsidiaries increased by $1.0 million or 3.5%. The stronger Euro produced an increase of $1.9 million that was more than offset by a decrease in revenue due to economic declines throughout Europe.

Cost of Sales. Cost of sales were $104.5 million for 2008, as compared to $106.1 million for 2007, a decrease of $1.6 million or 1.5%. As a percentage of net sales, the cost of sales represented 62.9% and 62.3% for 2008 and 2007, respectively. This constitutes a 0.6 percentage point reduction in margin, which is attributable primarily to lower volumes. Margins at our U.S. facilities decreased 0.2 points while margins at our European operation decreased 1.3 points, reflecting the decrease in product volume.

Selling, General and Administrative Expenses. Selling, general and administrative expenses were $21.7 million for 2008, as compared to $20.5 million for 2007. Selling, general and administrative expenses in the U.S. increased $0.6 million as a result of increased marketing costs intended to support sales growth in future years, partially offset by lower legal expense resulting from the resolution of a legal matter. Selling, general and administrative expenses in Europe increased $0.6 million primarily as a result of the stronger Euro.

Interest, net. Interest expense totaled $12.5 million for 2008, as compared to $13.0 million for 2007, a decrease of $0.5 million. The decrease was a result of a reduction in the outstanding amount of the 9 ¹/2% senior notes due 2011 issued in May 2004.

Miscellaneous, net. Miscellaneous, net was income of $0.4 million for 2008, as compared to expense of $1.6 million for 2007, a decrease of $2.0 million. During 2008, the Company recorded income resulting from the discounts realized in retiring $9.3 million of the Company 9 ¹/2% senior notes; in 2007 the Company recorded expenses as a result of the premiums paid to retire $11.2 million of the Company 9 ¹/2 senior notes.

Income Taxes. As a subchapter S corporation for United States tax purposes, the Company is generally not subject to United States federal and state income taxation. Rather, the Company’s income, gains, losses, deductions and credits flow through to its shareholders and the Company makes distributions to them to meet their tax obligations at an assumed maximum federal and state tax rate (based on the state with the highest tax rate in which any of the Company’s shareholders reside). This assumed rate was 40.4% during 2008 and 2007. The Company pays foreign income taxes on the earnings of its European subsidiaries.

Net Income. As a result of the aforementioned factors, net income decreased $1.3 million from $27.8 million in 2007 to $26.5 million in 2008.

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Year Ended December 28, 2007 Compared with Year Ended December 29, 2006

Net Sales. Net sales were $170.2 million for 2007, as compared to net sales of $169.8 million for 2006, an increase of $0.4 million or 0.2%. Net sales by the Company’s United States (U.S.) operations increased 0.1%. In the U.S., electric screen sales increased $1.6 million primarily because demand for the Company’s core business of electrically operated screens with viewing surfaces measuring 100 inches in diagonal and above continues to grow. Wall screen sales decreased $1.9 million and were likely impacted by a slowdown in the housing market and increased competition from imports and larger plasma screens that has reduced the demand for the Company’s products used in home theaters. Portable screen sales increased $2.0 million due to demand from the rental market. Sales of other products decreased $1.5 million from 2006 levels. The decrease in sales of other products was primarily the result of lower sales of screen fabric. Net sales from the Company’s European subsidiaries increased by $0.2 million or 0.7%. The stronger Euro produced an increase of $2.3 million. A decrease in volume of $2.1 million is primarily the result of a reduction in demand for screens attributed to the World Cup soccer event in 2006.

Cost of Sales. Cost of sales were $106.1 million for 2007, as compared to $103.5 million for 2006, an increase of $2.6 million or 2.5%. As a percentage of net sales, the cost of sales represented 62.3% and 60.9% for 2007 and 2006, respectively. This constitutes a 1.4 percentage point reduction in margin. Margins at our U.S. facilities decreased 1.3 percentage points primarily due to a decrease in the custom engineered and complementary audiovisual products. Margins at our European operation decreased 0.3 percentage points, reflecting the decrease in product volume.

Selling, General and Administrative Expenses. Selling, general and administrative expenses were $20.5 million for 2007, as compared to $18.7 million for 2006. Selling, general and administrative expenses in the U.S. increased $1.5 million as a result of increased legal fees related to patent litigation and increased marketing costs intended to support sales growth in future years. Selling, general and administrative expenses in Europe increased $0.3 million as a result of the stronger Euro.

Interest, net. Interest expense totaled $13.0 million for 2007, as compared to $13.7 million for 2006, a decrease of $0.7 million. The decrease was a result of a reduction in the outstanding amount of the 9 ¹/2% senior notes due 2011 issued in May 2004.

Miscellaneous, net. Miscellaneous, net was $1.6 million for 2007, as compared to $0.6 million for 2006, an increase of $1.0 million. Miscellaneous, net includes the premiums paid to retire $11.2 million and $4.0 million of the Company’s 9 ¹/2% senior notes in the second half of 2007 and in the first half of 2006, respectively.

Income Taxes. As a subchapter S corporation for United States tax purposes, the Company is generally not subject to United States federal and state income taxation. Rather, the Company’s income, gains, losses, deductions and credits flow through to its shareholders and the Company makes distributions to them to meet their tax obligations at an assumed maximum federal and state tax rate (based on the state with the highest tax rate in which any of the Company’s shareholders reside). This assumed rate was 40.4% during 2007 and 2006. The Company pays foreign income taxes on the earnings of its European subsidiaries.

Net Income. As a result of the aforementioned factors, net income decreased $3.8 million from $31.6 million in 2006 to $27.8 million in 2007.

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Liquidity and Capital Resources

The Company expects to be able to fund its working capital requirements, interest expense, capital expenditures and its distributions to stockholders with cash generated from operations, although there can be no assurances in this regard.

In 2008, the Company repurchased $9.3 million of the outstanding principal amount of its 9 ¹/2% senior notes from the open market for an aggregate purchase price of $8.6 million. The Company retired these notes and wrote-off the related deferred financing costs and recorded income totaling $0.7 million in 2008 related to the repurchases. Depending on the Company’s expected cash needs, the prevailing prices of its 9 ¹/2% senior notes and other factors, the Company may repurchase some amount of its outstanding 9 ¹/2% senior notes from time to time in the open market or otherwise.

Management believes the principal indicators of the Company’s liquidity are its cash position, remaining availability under its bank credit facilities and its excess working capital. At December 26, 2008, the Company’s cash position was $1.6 million, a decrease of $6.7 million from December 28, 2007. Additionally, the Company had an unsecured revolving credit facility, with maximum possible borrowings equal to $15.0 million, which expires in May 2010. Interest on any outstanding borrowings related to this line of credit is calculated at the prime rate, which was 3.25% on December 26, 2008. At December 26, 2008, the Company had no outstanding balances under this line of credit. Da-Lite’s working capital position decreased to $25.1 million (including $1.6 million of total cash and short-term investments) at December 26, 2008, from $31.3 million (including $8.3 million of cash) at December 28, 2007. The decrease in working capital was primarily related to the repurchase of $9.3 million of the Company’s 9 ¹/2% senior notes from the open market in 2008. The Company was in compliance with all covenants at December 26, 2008 and December 28, 2007.

The Company’s 9 ¹/2% senior notes mature in May of 2011, and it expects that it will need to refinance most of this indebtedness on or before this date. There is no assurance as to the availability or the cost or other terms of this replacement financing.

The Company’s Dutch subsidiary, Projecta, has an overdraft line of credit, with maximum possible borrowings equal to 1.5 million Euros. Interest on outstanding borrowings related to this line of credit is calculated at the Fortis Basic Rate plus 1.50%, the sum of which was 7.90% on December 26, 2008. At December 26, 2008 and December 28, 2007, Projecta had no outstanding balances under this line of credit.

Cash Flows

Cash provided by operating activities in 2008 was $30.4 million, as compared to $29.2 million in 2007, an increase of $1.2 million or 4.1% primarily attributable to the decrease in working capital which more than offset a decline in net income. Cash used in investing activities was $0.3 million in 2008, as compared to $0.1 million in 2007. Cash used in investing activities in 2008 resulted from a reduction in short-term investments of $2.6 million which was offset by capital expenditures of $1.9 million and the payments for purchase of minority shares of $1.0 million. Cash used in investing activities in 2007 resulted from a reduction in short-term investments of $2.0 million, which were offset by capital expenditures of $1.8 million and the payments for purchase of minority shares of $0.4 million. Cash used in financing activities was $34.0 million in 2008, as compared to $35.6 million in 2007. The decrease in cash used for financing activities in 2008 was related to a decrease in payments to retire senior notes and lower distributions to shareholders, partially offset by higher payments to repurchase common stock and lower payments received from exercise of stock options. The Company’s primary uses of cash provided by operating activities over the next twelve months are expected to consist of disbursements related to distributions to shareholders and capital expenditures.

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Capital Expenditures

Capital expenditures were $1.9 million in 2008 and $1.8 million in 2007. Substantially all of the expenditures in 2008 and 2007 were related to machinery and equipment purchases. The Company’s management currently expects to spend approximately $1.5 million on capital expenditures in 2009 using cash generated from operations.

Contractual Obligations

The following table sets forth, as of December 26, 2008, certain of the Company’s contractual obligations:

	Payments due by period
Contractual Obligations	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
	(in millions)
Interest and principal payments for senior debt	$	148.2	$	11.4	$	136.8	$	—	$	—
Self-insurance letter of credit		0.5		0.5		—		—		—
Total	$	148.7	$	11.9	$	136.8	$	—	$	—

Distributions

As a subchapter S corporation under the Internal Revenue Code of 1986, distributions are made by Da-Lite to its shareholders to pay estimated taxes relating to taxable income allocated to them by the Company on a quarterly basis. Tax related distributions were $10.7 million in 2008 and $12.1 million in 2007.

The Company made regular distributions to its shareholders in 2008 and 2007 at the monthly rate of $200 per share or $1.1 million per month in the aggregate, subject to the covenants contained in the indenture related to its 9 ¹/2% senior notes. The Company has decided to reduce the regular distributions to its shareholders in 2009 to a monthly rate of $150 per share or $0.8 million in the aggregate for the first three month of 2009 and to a monthly rate of $137.50 per share or $0.7 million in the aggregate starting in April of 2009.

Inflation

The Company manages its inflation risks by ongoing review of product selling prices and production costs. Management does not believe that inflation risks are material to the Company’s business, its consolidated financial position, results of operations or cash flows. However, there can be no assurance that future inflation will not have an adverse impact on the Company’s operating results and financial condition.

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Environmental

The Company has incurred and in the future will continue to incur expenditures for matters relating to environmental control, remediation, monitoring and compliance. The Company’s management believes that compliance with current environmental laws and regulations is not likely to have a material adverse effect on the Company’s financial condition, the results of its operations or its liquidity. However, environmental laws and regulations have changed rapidly in recent years and the Company may become subject to more stringent environmental laws and regulations in the future.

Critical Accounting Policies and Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires that management make a number of assumptions and estimates that affect the reported amounts of assets, liabilities, revenue and expenses in the consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and various other assumptions believed to be reasonable. Although these estimates are based on management’s best knowledge of current events and actions that may impact the Company in the future, actual results may differ from these estimates and assumptions. The Company’s critical accounting policies are those that affect its consolidated financial statements materially and involve a significant level of judgment by management.

Revenue Recognition

The Company recognizes revenue when it has received an order from a customer, product has been shipped FOB shipping point, the sales price is fixed or determinable and the collectibility of sales price is reasonably assured. All amounts billed to customers in a sales transaction related to shipping and handling are recorded as revenue, and costs incurred by the Company for shipping and handling are recorded as cost of sales in conformity with Emerging Issues Task Force (EITF) Issue No. 00-10, Accounting for Shipping and Handling Fees and Costs. Provision for customer sales allowances, returns and warranties are made at the time of shipment based on historical experience. Should returns or warranty claims increase above historical experience, additional allowances may be required.

Allowance for Doubtful Accounts

The financial status of customers is routinely checked and monitored by the Company when granting credit. The Company provides an allowance for doubtful accounts based upon historical experience and management’s estimate of amounts to be collected from past due accounts. Should write-offs increase above historical experience, additional allowances may be required.

Goodwill

Goodwill represents the excess of purchase price over the fair value of identifiable net assets acquired. The Company applies the provisions of Financial Accounting Standards Board (FASB) Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets, and management tests goodwill for impairment to determine whether its carrying value exceeds its implied fair value at least annually or more frequently if events or circumstances indicate that the carrying amount of goodwill may be impaired. Recoverability of goodwill is measured by a comparison of the carrying value to the fair value. If the carrying amount exceeds its fair value, an impairment charge is recognized to the extent that the implied fair value exceeds its carrying value.

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The implied fair value of goodwill is the residual fair value, if any, after allocating the fair value to all of the assets (recognized and unrecognized) and all of the liabilities. The Company estimates fair value using a combination of market value approach and an income approach using discounted cash flow projections. These calculations include estimates of discount rates and market value multiples.

The income approach uses a projection of estimated operating results and cash flows using a market multiple approach that reflects current market conditions. The projection uses management’s best estimates of economic and market conditions over the projected period including growth rates in sales, costs, estimates of future expected changes in operating margins and cash expenditures. A significant amount of judgment is involved in determining if a indicator of impairment has occurred. Such indicators may include, among others: a significant decline in our expected future cash flows; a significant adverse change in the business climate; unanticipated competition; and slower growth rates. Any adverse change in these factors could have a significant impact on the recoverability of these assets and could have a material impact on our consolidated financial statements. A key assumption in our fair value estimate is the market multiple used in our income approach.

Management has determined the goodwill related to Projecta’s wholly-owned subsidiary Procolor S.A.S. was impaired and $.4 million was written-off in the 4^th quarter of 2008. It was determined the fair value of the subsidiary was no greater than the net asset value based upon a current and projected discounted cash flow analysis and an evaluation of the marketability of the net assets.

Recent Accounting Pronouncements

In March 2008, the FASB issued SFAS 161, Disclosures about Derivative Instruments and Hedging Activities, an amendment of SFAS 133 (SFAS 161). SFAS 161 applies to all derivative instruments and non-derivative instruments that are designated and qualify as hedging instruments pursuant to paragraphs 37 and 42 of SFAS 133 and related hedged items accounted for under SFAS 133. SFAS 161 requires entities to provide greater transparency through additional disclosures about how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for under SFAS 133 and its related interpretations, and how derivative instruments and related hedged items affect an entity’s financial position, results of operations, and cash flows. SFAS 161 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2008. The Company adopted SFAS 161 on December 27, 2008. The Company does not expect the adoption of SFAS 161 to have a material impact on its financial position, results of operations, or cash flows.

In May 2008, the FASB issued SFAS 162, The Hierarchy of Generally Accepted Accounting Principles (SFAS 162). SFAS 162 provides a framework for selecting accounting principles to be used in preparing financial statements that are presented in conformity with U.S. generally accepted accounting principles (GAAP) for nongovernmental entities. SFAS 162 will be effective 60 days following the Securities and Exchange Commission’s approval of the Public Company Accounting Oversight Board (PCAOB) amendments to AU Section 411. The Company adopted SFAS 162 on November 15, 2008, which had no impact on its financial position, results of operations, or cash flow.

In February 2007, the Financial Accounting Standards Board (FASB) issued SFAS 159, The Fair Value Option for Financial Assets and Financial Liabilities. This Statement permits entities to choose to measure many financial instruments and certain other items at fair value, with the objective of mitigating volatility in reported earnings caused by measuring related assets and liabilities differently (without being required to apply complex hedge accounting provisions). The Company adopted this standard on December 27, 2008, and its adoption did not have a material impact on our results of operations, financial position or cash flows.

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In December 2007, the FASB issued SFAS 160, Noncontrolling Interests in Consolidated Financial Statements, an Amendment of ARB 51 (SFAS 160). SFAS 160 requires that noncontrolling interests be reported as a separate component of equity, that net income attributable to the parent and to the noncontrolling interest be separately identified in the consolidated statements of income, that changes in a parent’s ownership interest be accounted for as equity transactions, and that, when a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary and the gain or loss on the deconsolidation of the subsidiary be measured at fair value. SFAS 160 will be applied prospectively, except for presentation and disclosure requirements which will be applied retrospectively, as of the beginning of the Company’s fiscal year 2010. The Company does not expect SFAS 160 to have a material impact on the Company’s financial position, results of operations, or cash flows.

In September 2006, the FASB issued SFAS 157, Fair Value Measurement (SFAS 157). SFAS 157 addresses standardizing the measurement of fair value for companies who are required to use a fair value measure for recognition or disclosure purposes. The FASB defines fair value as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measure date.” On February 12, 2008, the FASB issued Staff Position 157-2 (FSP 157-2) which delays the effective date of SFAS 157 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis. Therefore for financial assets and liabilities the statement is effective for fiscal years beginning after November 15, 2007 and for interim periods within those fiscal years. The Company was required to adopt SFAS 157 (excluding nonfinancial assets and liabilities) beginning on December 29, 2007, which did not have a material impact on the Company’s financial position, results of operations or cash flows.

Selected Quarterly Financial Data (unaudited)

	First		Second		Third		Fourth
	(in thousands)
Year ended December 26, 2008
Net sales	$	42,282	$	44,613	$	42,952	$	36,392
Gross profit		16,699		17,259		16,069		11,695
Operating income		10,802		11,133		11,181		6,505
Income before income taxes and minority interest		7,723		7,903		8,077		3,729
Net income		7,442		7,555		7,873		3,582
Year ended December 28, 2007
Net sales	$	41,507	$	42,440	$	44,091	$	42,126
Gross profit		16,382		16,115		16,993		14,606
Operating income		11,183		10,714		12,234		9,434
Income before income taxes and minority interest		8,041		7,201		8,123		5,612
Net income		7,757		7,050		7,758		5,274

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash, cash equivalents, short-term investments and accounts receivable. The Company maintains cash, cash equivalents, and short-term investments with well capitalized financial institutions.

The Company’s sales are not materially dependent on a single customer or a small group of customers. No one individual customer balance represented more than 6% of the Company’s total outstanding receivables as of December 26, 2008. Credit risk associated with the Company’s receivables is representative of the geographic, industry and customer diversity associated with the Company’s global business.

The Company also maintains credit controls for evaluating and granting customer credit. As a result, the Company may require that customers provide some type of financial guarantee in certain circumstances.

Foreign Currency Risk

Da-Lite routinely uses forward foreign currency exchange contracts to hedge raw material purchases from vendors outside of the country of purchase. Gains and losses on these contracts offset changes in the related foreign currency denominated costs. At December 26, 2008, the Company had open forward exchange contracts with a notional amount of $1.3 million. The fair value of these open forward exchange contracts was not material.

Interest Rate Risk

The Company has two credit facilities available for general corporate purposes that are subject to variable interest rates. Interest related to any outstanding balances on the Company’s $15.0 million revolving credit facility in the U.S. is calculated at the prime rate, which was 3.25% on December 26, 2008. At December 26, 2008, the Company had no outstanding balances under this revolving credit facility. Interest on outstanding borrowings in Europe, related to Projecta’s overdraft line of credit, is calculated at the Fortis Basic Rate plus 1.50%, the sum of which was 7.90% on December 26, 2008. At December 26, 2008, Projecta had no outstanding balances under this credit facility.

At December 26, 2008, the Company had $119.7 million in fixed-rate long-term debt outstanding. There is no interest rate risk associated with the Company’s fixed rate debt. The fair market value of the fixed-rate debt (based on discounted cash flows reflecting borrowing rates currently available for debt with similar terms and maturities) varies with fluctuations in interest rates. A 10% decrease in interest rates would have changed the fair market value of the fixed-rate debt to approximately $108.7 million from the fair value of approximately $104.9 million at December 26, 2008. Note that financial instruments are described as cash or contractual obligations or rights to pay or receive cash. The fair value of all other financial instruments approximates the carrying value because of the short-term maturity of these instruments.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Da-Lite Screen Company, Inc.

Warsaw, Indiana

We have audited the accompanying consolidated balance sheets of Da-Lite Screen Company, Inc. and subsidiaries (the “Company”) as of December 26, 2008 and December 28, 2007, and the related consolidated statements of operations, shareholders’ deficit and comprehensive income, and cash flows for each of the three years in the period ended December 26, 2008. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Da-Lite Screen Company, Inc. and subsidiaries as of December 26, 2008 and December 28, 2007, and the results of their operations and their cash flows for each of the three years in the period ended December 26, 2008, in conformity with accounting principles generally accepted in the United States of America.

/s/ DELOITTE & TOUCHE LLP

Indianapolis, IN

February 24, 2009

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Item 8. Financial Statements and Supplementary Data.

DA-LITE SCREEN COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except par value amount)

	As of December 26, 2008			As of December 28, 2007
Assets
Current assets:
Cash and cash equivalents	$	1,633		$	5,704
Short-term investments		—			2,550
Total cash and short-term investments		1,633			8,254
Accounts receivable, less allowance for doubtful accounts of $539 and $369 in 2008 and 2007, respectively		16,033			17,492
Inventories		14,442			14,999
Prepaid expenses and other		2,614			1,921
Prepaid income taxes		623			208
Total current assets		35,345			42,874
Property, plant and equipment:
Land and land improvements		2,839			2,939
Buildings and building improvements		18,362			18,707
Machinery and equipment		29,772			28,965
Furniture and fixtures		8,727			9,058
Construction in-process		460			264
		60,160			59,933
Less accumulated depreciation		42,531			40,618
Net property, plant and equipment		17,629			19,315
Goodwill		26,353			27,129
Other assets, net		1,620			2,583
	$	80,947		$	91,901
Liabilities and Shareholders’ Deficit
Current liabilities:
Accounts payable	$	4,029		$	4,766
Accrued expenses:
Interest		1,295			1,464
Vacation		1,230			1,172
Other		3,686			4,203
Total accrued expenses		6,211			6,839
Total current liabilities		10,240			11,605
Long-term debt		119,730			128,980
Total liabilities		129,970			140,585
Minority interest		19			801
Commitments and contingencies (note 9)
Shareholders’ deficit:
Common stock, $1 par value. Authorized 1,000,000 shares; 10,686 shares issued and 5,389.62 and 5,426.82 shares outstanding at December 26, 2008 and December 28, 2007, respectively		11			11
Additional paid-in capital		1,710			1,615
Retained deficit		(29,052	)		(31,827	)
Accumulated other comprehensive income		3,741			4,980
Less treasury stock, 5,296.38 and 5,259.38 shares at cost at December 26, 2008 and December 28, 2007, respectively		(25,452	)		(24,264	)
Total shareholders’ deficit		(49,042	)		(49,485	)
	$	80,947		$	91,901

See accompanying notes to consolidated financial statements.

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DA-LITE SCREEN COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands)

	Year ended December 26, 2008			Year ended December 28, 2007		Year ended December 29, 2006
Net sales	$	166,239		$	170,164	$	169,827
Cost of sales		104,517			106,068		103,508
Gross profit		61,722			64,096		66,319
Selling, general and administrative expenses		21,661			20,531		18,682
Goodwill impairment		440			—		—
Operating income		39,621			43,565		47,637
Other expense (income):
Interest, net		12,547			13,006		13,726
Miscellaneous, net		(358	)		1,582		563
Total other expense		12,189			14,588		14,289
Income before income taxes and minority interest		27,432			28,977		33,348
Income taxes		947			1,015		1,562
Minority interest		33			123		152
Net income	$	26,452		$	27,839	$	31,634

See accompanying notes to consolidated financial statements.

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DA-LITE SCREEN COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT AND

COMPREHENSIVE INCOME

(Dollars in thousands, except per share amounts)

	Common Stock		Additional paid-in capital		Retained (deficit) earnings			Accumulated other comprehensive (loss) income			Treasury stock			Total
Balance at December 30, 2005	$	11	$	574	$	(40,036	)	$	439		$	(23,626	)	$	(62,638	)
Comprehensive income:
Net income		—		—		31,634			—			—			31,634
Other comprehensive income:
Foreign currency translation adjustments		—		—		—			2,311			—			2,311
Total comprehensive income															33,945
Repurchase of common stock (16.5 shares)		—		—		—			—			(533	)		(533	)
Exercise of common stock options (9.0 shares)		—		44		—			—			40			84
Distributions to shareholders ($4,817.26 per share)		—		—		(26,077	)		—			—			(26,077	)
Balance at December 29, 2006		11		618		(34,479	)		2,750			(24,119	)		(55,219	)
Comprehensive income:
Net income		—		—		27,839			—			—			27,839
Other comprehensive income:
Foreign currency translation adjustments		—		—		—			2,230			—			2,230
Total comprehensive income															30,069
Repurchase of common stock (16.5 shares)		—		—		—			—			(503	)		(503	)
Exercise of common stock options (79.0 shares)		—		997		—			—			358			1,355
Distributions to shareholders ($4,650.52 per share)		—		—		(25,187	)		—			—			(25,187	)
Balance at December 28, 2007		11		1,615		(31,827	)		4,980			(24,264	)		(49,485	)
Comprehensive income:
Net income		—		—		26,452			—			—			26,452
Other comprehensive income:
Foreign currency translation adjustments		—		—		—			(1,239	)		—			(1,239	)
Total comprehensive income															25,213
Repurchase of common stock (45.0 shares)		—		—		—			—			(1,225	)		(1,225	)
Exercise of common stock options (8.0 shares)		—		95		—			—			37			132
Distributions to shareholders ($4,373.44 per share)		—		—		(23,677	)		—			—			(23,677	)
Balance at December 26, 2008	$	11	$	1,710	$	(29,052	)	$	3,741		$	(25,452	)	$	(49,042	)

See accompanying notes to consolidated financial statements.

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DA-LITE SCREEN COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

	Year ended December 26, 2008			Year ended December 28, 2007			Year ended December 29, 2006
Cash flows from operating activities:
Net income	$	26,452		$	27,839		$	31,634
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		3,176			3,420			3,918
Amortization and write-off of debt issuance costs		965			762			870
Goodwill impairment		440			—			—
(Gain) loss on disposal of assets		(43	)		40			(475	)
Minority interest earnings		33			123			152
Change in:
Accounts receivable		1,296			(479	)		463
Inventories		352			(1,002	)		(1,080	)
Prepaid expenses and other		(715	)		(1,223	)		(195	)
Accounts payable		(591	)		126			(418	)
Accrued expenses		(940	)		(439	)		791
Other		(3	)		16			(1	)
Net cash provided by operating activities		30,422			29,183			35,659
Cash flows from investing activities:
Proceeds from sale of assets		41			74			1,339
Payments for purchase of minority shares		(956	)		(434	)		–
Purchase of property, plant and equipment		(1,896	)		(1,755	)		(2,236	)
Purchases of short-term investments		(5,000	)		(5,100	)		(9,135	)
Maturities of short-term investments		7,550			7,134			10,090
Net cash provided by (used in) investing activities		(261	)		(81	)		58
Cash flows from financing activities:
Payments to retire senior notes		(9,250	)		(11,220	)		(4,000	)
Distributions to shareholders		(23,677	)		(25,187	)		(26,077	)
Payments for repurchase of common stock		(1,225	)		(503	)		(533	)
Proceeds from exercise of common stock options		132			1,355			84
Net cash used in financing activities		(34,020	)		(35,555	)		(30,526	)
Effect of foreign currency exchange rate changes		(212	)		(166	)		124
Net change in cash and cash equivalents		(4,071	)		(6,619	)		5,315
Cash and cash equivalents at beginning of year		5,704			12,323			7,008
Cash and cash equivalents at end of year	$	1,633		$	5,704		$	12,323
Supplemental disclosures of cash flow information:
Income taxes paid during the year	$	1,362		$	1,087		$	1,519
Interest paid during the year	$	12,716		$	13,198		$	13,824

See accompanying notes to consolidated financial statements.

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DA-LITE SCREEN COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years ended December 26, 2008, December 28, 2007 and December 29, 2006

(1) Summary of Significant Accounting Policies

(a) Organization

Da-Lite Screen Company, Inc. and subsidiaries (the “Company”) primarily manufactures projection screens and other meeting room equipment that are sold throughout the United States and a number of foreign countries. The Company’s principal operations are located in the United States and Europe.

Approximately 85%, 84% and 84% of the Company’s total net sales in 2008, 2007 and 2006, respectively, were from front projection screen sales. The Company’s ten largest customers accounted for approximately 14%, 13% and 11% of total net sales in 2008, 2007 and 2006, respectively. No customer accounted for more than 3% of the Company’s total net sales in each of 2008, 2007 and 2006.

(b) Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Da-Lite Screen Company, Inc. (Da-Lite), Da-Lite International, Inc., a domestic international sales corporation, and Projecta B.V. (Projecta), a Netherlands limited liability company, which was 99.9% owned by Da-Lite at the end of 2008 (with the remaining 0.1% owned by Projecta employees) and Projecta’s wholly-owned subsidiary Procolor S.A.S. (Procolor), a French corporation. At the end of 2007 Projecta was 97.3% owned by Da-Lite (with the remaining 2.7% owned by Projecta employees). At the end of 2006, Projecta was 96.0% owned by Da-Lite (with the remaining 4.0% owned by Projecta employees). Procolor is a wholly-owned subsidiary of Projecta. All intercompany accounts and transactions have been eliminated.

The Company operates on a 52/53-week year. The Company’s fiscal year ends on the last Friday of December. The fiscal years ended December 26, 2008, December 28, 2007 and December 29, 2006 were 52-week years.

(c) Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

(d) Revenue Recognition

The Company recognizes revenue when it has received an order from a customer, product has been shipped FOB shipping point, the sales price is fixed or determinable and the collectibility of sales price is reasonably assured. All amounts billed to customers in a sales transaction related to shipping and handling are recorded as revenue, and costs incurred by the Company for shipping and handling are recorded as cost of sales.

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Provision for customer sales allowances, returns and warranties are made at the time of shipment.

(e) Cash, Cash Equivalents and Short-term Investments

The Company considers interest bearing instruments with original maturities of three months or less at the date of purchase to be the equivalent of cash. The Company considers interest bearing instruments with original maturities greater than three months and less than twelve months as short-term investments.

(f) Accounts Receivable

The financial status of customers are routinely checked and monitored by the Company when granting credit. The Company provides an allowance for doubtful accounts based upon historical experience and management’s analysis of past due accounts. At December 26, 2008 and December 28, 2007, no customer accounted for more than 6% of accounts receivable.

(g) Inventories

The Company accounts for its inventory at the lower of cost or market using the first-in, first-out (FIFO) method. Inventory is comprised of the following at (in thousands):

	December 26, 2008		December 28, 2007
Raw materials	$	9,195	$	9,468
Work in progress		2,092		2,342
Finished goods		3,155		3,189
	$	14,442	$	14,999

(h) Property, Plant and Equipment

Property, plant and equipment are recorded at cost. Depreciation is calculated using the straight-line method over the estimated useful lives which are ten to fifteen years for land improvements, ten to fifteen years for building and building improvements, three to ten years for machinery and equipment, four to five years for information systems and five to ten years for furniture and fixtures. Repair and maintenance costs are charged to expense as incurred.

(i) Impairment of Long-lived Assets

The Company evaluates the carrying amount of long-lived assets held and used when events and circumstances warrant such a review, in accordance with Statements of Financial Accounting Standards (SFAS) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. If the carrying amount of long-lived assets held and used exceeds the expected future undiscounted cash flows, a loss is recognized based on the amount by which the carrying value exceeds the fair market value of the assets. During the years ended December 26, 2008 and December 28, 2007, no such impairment was recognized.

(j) Goodwill

SFAS No. 142, Goodwill and Other Intangible Assets, requires that goodwill be tested at least annually for impairment or when events or changes in circumstances occur by determining whether the carrying amount of goodwill exceeds its implied fair value based on both a market value and income approach. The Company tests its goodwill for impaired assets on the last day of its fiscal year. Goodwill represents the excess of purchase price over fair value of identifiable net assets acquired. Management

31

determined the goodwill related to Projecta’s wholly-owned subsidiary Procolor S.A.S. was impaired and the remaining amount of $440,000 was written-off in the fourth quarter of 2008. It was determined that the fair value of the subsidiary was no greater than the net asset value based upon a current and projected discounted cash flow analysis and an internal evaluation of the marketability of the net assets. Management has determined that goodwill was not impaired as of the fiscal years ended 2007 and 2006. The remaining change in the goodwill balance between years is a result of foreign currency translation.

(k) Other Assets, Net

Other assets, net includes deferred financing costs of $4.5 million and $4.9 million less accumulated amortization of $2.9 million and $2.3 million at December 26, 2008 and December 28, 2007, respectively. The Company amortizes the deferred financing costs over the life of the long-term debt. In conjunction with the retirement of long-term debt, the Company writes-off the related deferred financing costs. Amortization and write-offs of the deferred financing costs are recognized as a component of interest expense.

(l) Foreign Currency Translation

The Company conducts business on a multinational basis. The Company’s exposure to market risk for changes in foreign currency exchange rates arises from foreign currency denominated monetary assets and liabilities and anticipated transactions arising from international business. The Company’s primary currency exposure relates to the Euro.

The functional currency for Projecta and Procolor is their local currency (Euro). Foreign currency accounts were translated into United States dollars at exchange rates in effect at the end of the year for all asset and liability accounts, at the historical exchange rate for common stock and additional paid-in capital and at average exchange rates during the year for income and expense accounts. The gains or losses from these translations are included in accumulated other comprehensive income.

(m) Product Warranties

At the time a sale is recognized, the Company estimates future warranty costs based on historical warranty claims. The Company has recorded a warranty reserve of $238,000 at December 26, 2008 and $175,000 at December 28, 2007 for estimated future warranty costs based upon past trends of actual warranty claims.

(n) Disclosures About Fair Value of Financial Instruments

Financial instruments are described as cash or contractual obligations or rights to pay or receive cash. The fair value of certain financial instruments approximates the carrying value because of the short-term maturity of these instruments. The estimated fair value of long-term debt is approximately $105 million and $137 million based upon the quoted market value at December 26, 2008 and December 28, 2007, respectively.

(o) Derivative Instruments

The Company uses derivative financial instruments selectively to offset exposure to market risks arising from changes in foreign exchange rates and interest rates. Derivative financial instruments used by the Company include forward foreign exchange contracts.

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The Company reports derivative financial instruments in accordance with the provisions of SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended, which requires that every derivative instrument be recorded in the balance sheet at fair value. Changes in the fair value of derivatives are to be recorded each period in earnings or other comprehensive income, depending on whether the derivative is designated as a hedge and on the type of hedge transaction. Gains or losses on derivative instruments reported in other comprehensive income are reclassified as earnings in the period in which earnings are affected by the underlying hedged item.

The Company periodically uses forward foreign currency exchange contracts to hedge purchase orders. Gains or losses are recorded through operations and were not material in 2008, 2007 or 2006. There were open forward exchange contracts with notional amounts of $1.3 million and $0.7 million at December 26, 2008 and December 28, 2007, respectively. The fair value of open forward exchange contracts was not material.

(p) Stock Option Plan

The Company had previously applied the intrinsic value based method of accounting prescribed by Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees (APB 25), and had adopted the disclosure only provisions of SFAS No. 123, Accounting for Stock-Based Compensation (SFAS 123). In December 2004, SFAS No. 123(R), Share-Based Payment (SFAS 123R), a replacement of SFAS 123, and a rescission of APB 25 was issued. This statement requires compensation costs related to share-based payment transactions to be recognized in the financial statements. The Company implemented SFAS 123R on December 31, 2005 using the prospective method of adoption. For stock options granted prior to adoption, the Company continues to apply APB 25. Beginning on December 31, 2005, the amount of compensation cost is measured based upon the grant date fair value. The fair value of the option grants is estimated on the date using the Black-Scholes option pricing model with assumptions on dividend yield, risk-free interest rate, expected forfeiture rate, expected volatilities, and expected lives of the options.

The Company has a nonqualified stock option plan under which options are granted to certain employees. The plan authorizes grants of options to purchase 737 shares, all of which have been granted.

(q) Income Taxes

The Company is taxed under the provisions of the Internal Revenue Code regulating small business corporations (Subchapter S). Under the provisions of Subchapter S, tax liabilities and benefits flow through to the shareholders of Da-Lite. Therefore, no provision or liability is recorded in the consolidated financial statements for U.S. taxable income of the Company. The Company pays foreign income taxes on the earnings of Projecta and Procolor. Foreign income taxes are recorded in the consolidated financial statements. See note 3 for further information.

The Company files income tax returns in various state and foreign jurisdictions. State jurisdictions that remain subject to examination range from 2005 to 2007. Netherlands tax returns that remain subject to examination range from 2002 to 2007. The Company does not believe there will be any material changes in the unrecognized tax positions over the next 12 months.

The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. As of the date of adoption of Financial Accounting Standards Board (FSAB) Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109 (FIN 48), the Company had no accrued interest or penalties, and no such expenses were recognized during the year.

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(r) Research and Development

Research and development costs are expensed as incurred. Such costs are classified as part of cost of sales and were $463,000, $300,000 and $100,000 for the years ended December 26, 2008, December 28, 2007 and December 29, 2006, respectively.

(s) Recent Accounting Pronouncements

In March 2008, the FASB issued SFAS 161, Disclosures about Derivative Instruments and Hedging Activities, an amendment of SFAS 133 (SFAS 161). SFAS 161 applies to all derivative instruments and non-derivative instruments that are designated and qualify as hedging instruments pursuant to paragraphs 37 and 42 of SFAS 133 and related hedged items accounted for under SFAS 133. SFAS 161 requires entities to provide greater transparency through additional disclosures about how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for under SFAS 133 and its related interpretations, and how derivative instruments and related hedged items affect an entity’s financial position, results of operations, and cash flows. SFAS 161 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2008. The Company adopted SFAS 161 on December 27, 2008. The Company does not expect the adoption of SFAS 161 to have a material impact on its financial position, results of operations, or cash flows.

In May 2008, the FASB issued SFAS 162, The Hierarchy of Generally Accepted Accounting Principles (SFAS 162). SFAS 162 provides a framework for selecting accounting principles to be used in preparing financial statements that are presented in conformity with U.S. generally accepted accounting principles (GAAP) for nongovernmental entities. SFAS 162 will be effective 60 days following the Securities and Exchange Commission’s approval of the Public Company Accounting Oversight Board (PCAOB) amendments to AU Section 411. The Company adopted SFAS 162 on November 15, 2008, which had no impact on its financial position, results of operations, or cash flow.

In February 2007, the Financial Accounting Standards Board (FASB) issued SFAS 159, The Fair Value Option for Financial Assets and Financial Liabilities. This Statement permits entities to choose to measure many financial instruments and certain other items at fair value, with the objective of mitigating volatility in reported earnings caused by measuring related assets and liabilities differently (without being required to apply complex hedge accounting provisions). The Company adopted this standard on December 27, 2008, and its adoption did not have a material impact on our results of operations, financial position or cash flows.

In December 2007, the FASB issued SFAS 160, Noncontrolling Interests in Consolidated Financial Statements, an Amendment of ARB 51 (SFAS 160). SFAS 160 requires that noncontrolling interests be reported as a separate component of equity, that net income attributable to the parent and to the noncontrolling interest be separately identified in the consolidated statements of income, that changes in a parent’s ownership interest be accounted for as equity transactions, and that, when a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary and the gain or loss on the deconsolidation of the subsidiary be measured at fair value. SFAS 160 will be applied prospectively, except for presentation and disclosure requirements which will be applied retrospectively, as of the beginning of the Company’s fiscal year 2010. The Company does not expect SFAS 160 to have a material impact on the Company’s financial position, results of operations, or cash flows.

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In September 2006, the FASB issued SFAS 157, Fair Value Measurement (SFAS 157). SFAS 157 addresses standardizing the measurement of fair value for companies who are required to use a fair value measure for recognition or disclosure purposes. The FASB defines fair value as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measure date.” On February 12, 2008, the FASB issued Staff Position 157-2 (FSP 157-2) which delays the effective date of SFAS 157 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis. Therefore for financial assets and liabilities the statement is effective for fiscal years beginning after November 15, 2007 and for interim periods within those fiscal years. The Company was required to adopt SFAS 157 (excluding nonfinancial assets and liabilities) beginning on December 29, 2007, which did not have a material impact on the Company’s financial position, results of operations or cash flows.

35

(2) Notes Payable, Revolving Credit Agreement, and Long-term Debt

Long-term debt at December 26, 2008 and December 28, 2007 consisted only of Senior Notes due in 2011.

The Company issued $160 million of 9 ¹/2% senior unsecured notes due in May 2011 during fiscal year 2004, which were subsequently exchanged for substantially identical notes that were registered with the Securities and Exchange Commission (the “9 ¹/2% Senior Notes due 2011” or “Notes”). The net proceeds from the issuance of the Notes were used during fiscal year 2004 to retire approximately $15.0 million of indebtedness outstanding under a then existing credit facility, to pay a special distribution to stockholders of approximately $134.6 million and for general corporate purposes. The Company may redeem any of the Notes with an initial redemption price of 109.5% of their principal amount plus accrued interest. Any outstanding principal is due in May 2011 and interest is payable semi-annually in arrears on May 15 and November 15 of each year.

In the Indenture related to the 9 ¹/2% Senior Notes due 2011, the Company agreed to covenants that limit it and its restricted subsidiaries’ (i.e., Projecta B.V., Procolor S.A.S.) ability, among other things, to: (a) incur additional debt and issue preferred stock, (b) pay dividends, acquire shares of capital stock, make payments on subordinated debt or make investments, (c) place limitations on distributions from restricted subsidiaries, (d) issue or sell capital stock of restricted subsidiaries, (e) issue guarantees, (f) sell or exchange assets, (g) enter into transactions with stockholders and affiliates, (h) create liens and (i) effect mergers. In addition, if a change of control occurs, each holder of Notes will have the right to require the Company to repurchase all or part of the holder’s Notes at a price equal to 101% of their principal amount, plus any accrued interest to the date of purchase. The Company was in compliance with all covenants at December 26, 2008 and December 28, 2007.

On March 24, 2008, the Company entered into a new two-year agreement for an unsecured revolving credit facility, with maximum possible borrowings equal to $15.0 million, with Lake City Bank (the “Bank”). The terms of the new two-year unsecured revolving credit facility are substantially similar to a pre-existing credit agreement with the Bank that allowed for maximum borrowings of $10.0 million and which was due to expire in May 2008. Interest on any outstanding borrowings related to the new line of credit is calculated at the prime rate, which was 3.25% on December 26, 2008. At December 26, 2008 and December 28, 2007, the Company had no outstanding balances under these lines of credit.

The Company’s Dutch subsidiary, Projecta, has an overdraft line of credit with maximum possible borrowings equal to 1.5 million Euros. Interest on outstanding borrowings related to this line of credit is calculated at the Fortis basic rate plus 1.50%, the sum of which was 7.90% on December 26, 2008. At December 26, 2008 and December 28, 2007, Projecta had no outstanding balances under this line of credit.

The Company has provided an insurance carrier with a standby letter of credit for $0.5 million for self-insured amounts under its insurance program.

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(3) Income Taxes

The Company is taxed as a S-Corporation in the U.S. and therefore does not provide for U.S. federal and state income taxes. Foreign income taxes for the years ended December 26, 2008, December 28, 2007 and December 29, 2006 consisted of the following (in thousands):

	December 26, 2008			December 28, 2007			December 29, 2006
Projecta current foreign taxes	$	1,063		$	1,150		$	1,528
Procolor current foreign taxes		(116	)		(135	)		34
Total	$	947		$	1,015		$	1,562

A reconciliation of the U.S. statutory tax rate and effective income tax rate based on the Company’s income before income taxes is as follows:

	Years Ended
	December 26, 2008		December 28, 2007		December 29, 2006
U.S. statutory tax rate	35.0	%	35.0	%	35.0	%
S corporation income not subject to federal and state income tax	-30.7	%	-30.2	%	-29.5	%
Taxes on foreign locations’ income at rates which differ from the U.S. rate	-0.6	%	-1.3	%	-0.8	%
Effective income tax rate	3.7	%	3.5	%	4.7	%

(4) Profit Sharing and Retirement Plans

Da-Lite has a 401(k) retirement plan covering all full-time Da-Lite employees meeting certain service requirements. Under the terms of the plan, employees can contribute up to 16% of maximum compensation as prescribed by law to the plan and Da-Lite may match 50% of the first 6% contributed by the employees. Effective October 1, 2006, Da-Lite resumed matching 50% of employee contributions up to 6% of salary. Da-Lite again temporarily suspended the match effective February 1, 2008 and resumed the match effective July 1, 2008. Da-Lite recorded approximately $205,000, $326,000 and $51,000 in matching contributions for the years ended December 26, 2008, December 28, 2007, and December 29, 2006, respectively. Also, under the terms of the plan, Da-Lite may make discretionary profit sharing contributions. The discretionary contributions are determined by management. Da-Lite did not accrue any discretionary contributions to the plan for the years ended December 26, 2008, December 28, 2007, and December 29, 2006, respectively. Projecta is a participant in a multi-employer benefit plan covering substantially all Projecta employees. For the years ended December 26, 2008, December 28, 2007 and December 29, 2006, Projecta made contributions of approximately $541,000, $464,000 and $382,000, respectively.

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(5) Stock Options

The Company has a nonqualified stock option plan under which options are granted to certain employees. Options under the plan generally vest one-fifth each year from the anniversary date. During 2004, the Company also granted options to certain employees that were immediately 100% vested. The options expire after ten years from the date of grant. Fair value calculations are based on highly subjective assumptions. The Company used the Black-Scholes option pricing model using the minimum value method. The Company did not grant awards during 2008, 2007 and 2006.

The stock option activity and weighted average exercise prices follow:

	Number of Shares Under Option		Weighted Average Exercise Price			Options Exercisable	Weighted Average Exercise Price
Outstanding, December 28, 2007	63		$	17,013		63	$	17,013
Granted	—			—
Exercised	(8	)		(16,560	)
Forfeited	—			—
Outstanding, December 26, 2008	55		$	17,079		55	$	17,079
Vested or expected to be vested	55		$	17,079

The aggregate intrinsic value of options exercised was $0.1 million in 2008, $1.0 million in 2007 and $0.2 million in 2006. The aggregate intrinsic value of options outstanding, options exercisable, and options vested or expected to vest as of December 26, 2008 was $0.5 million, $0.5 million and $0.5 million, respectively. The weighted average contractual term of options outstanding, options exercisable and options vested and expected to vest as of December 26, 2008 was 5.4 years. Cash received from exercise of stock options was $0.1 million in 2008, $1.4 million in 2007 and $0.1 million in 2006. The Company does not have a policy for issuing shares or using treasury shares when stock options are exercised.

(6) Goodwill

The changes in the carrying amount of goodwill for the year ended December 26, 2008, is as follows (in thousands):

	United States		Europe			Total
Balance as of December 28, 2007	$	20,440	$	6,689		$	27,129
Foreign currency translation		—		(336	)		(336	)
Impairment		—		(440	)		(440	)
Balance as of December 26, 2008	$	20,440	$	5,913		$	26,353

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(7) Financial Information about Industry Segments

The Company primarily manufactures projection screens and other meeting room equipment that are sold throughout the United States and Europe. Based on its operations, the Company has established two reportable segments: United States and Europe. The United States segment includes the operations of Da-Lite excluding its foreign subsidiaries. The Europe segment includes the operations of Projecta and Procolor. All intersegment transactions have been eliminated. Information regarding the sales of specific product categories within the Company’s geographic business segments is not presented because it is not practical to determine these amounts.

Operating cash flow is the measure reported to the chief operating decision maker for use in assessing segment performance and allocating resources. Operating cash flow for segment reporting is net sales less operating costs and does not include depreciation and amortization, interest expense, or minority interest. The Company does not allocate costs between segments.

The following table presents financial information by segment: (in thousands)

For the years ended:	December 26, 2008		December 28, 2007		December 29, 2006
Net sales:
United States	$	136,869	$	141,779	$	141,628
Europe		29,370		28,385		28,199
Total net sales	$	166,239	$	170,164	$	169,827
Operating income:
United States	$	36,244	$	39,095	$	42,751
Europe		3,377		4,470		4,886
Total operating income	$	39,621	$	43,565	$	47,637
Income before income taxes and minority interest:
United States	$	24,020	$	24,869	$	27,965
Europe		3,412		4,108		5,383
Total income before income taxes and minority interest	$	27,432	$	28,917	$	33,348
Net income:
United States	$	24,020	$	24,869	$	27,965
Europe		2,432		2,970		3,669
Total net income	$	26,452	$	27,839	$	31,634
Purchase of property, plant and equipment
United States	$	1,280	$	1,580	$	2,050
Europe		616		175		186
Total purchases of property, plant and equipment	$	1,896	$	1,755	$	2,236
Depreciation
United States	$	2,208	$	2,434	$	2,918
Europe		968		986		1,000
Total depreciation	$	3,176	$	3,420	$	3,918
As of:	December 26, 2008		December 28, 2007
Total assets:
United States	$	57,088	$	66,406
Europe		23,859		25,495
Total assets	$	80,947	$	91,901
Goodwill:
United States	$	20,440	$	20,440
Europe		5,913		6,689
Total goodwill	$	26,353	$	27,129

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(8) Accumulated Other Comprehensive Income (Loss)

The only component of accumulated other comprehensive income as of December 26, 2008 and December 28, 2007 was for cumulative foreign exchange translation adjustments.

(9) Commitments and Contingencies

The Company is involved in certain legal proceedings and claims that have arisen in the ordinary course of business and which have not been fully adjudicated. In the opinion of management, the Company does not have a potential liability related to any of these other current legal proceedings and claims that should individually or in the aggregate have a material adverse effect on its financial condition, liquidity or results of operations.

However, the results of legal proceedings cannot be predicted with certainty. Should the Company fail to prevail in legal matters, it is possible that its results of operations or financial condition could be materially adversely affected.

(10) Valuation and Qualifying Accounts

Description	Balance at beginning of year		Charges to Costs and expenses		Deductions			Balance at end of year
	(in thousands)
Allowance for doubtful accounts:
Year ended December 26, 2008	$	369	$	509	$	(339	)	$	539
Year ended December 28, 2007		533		757		(921	)		369
Year ended December 29, 2006		453		853		(773	)		533

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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures. Based on the evaluation required by Rule 15d-15(e) under the Securities Exchange Act of 1934, the principal executive officer and principal financial officer of the Da-Lite have concluded that the Company’s disclosure controls and procedures (as defined in Rule 15d-15(e)) as of the end of the period covered by this report were effective to ensure that the information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time period specified in SEC rules and forms. The disclosure controls and procedures are designed to only provide reasonable assurance of achieving the desired control objectives.

(b) Report of Management on Internal Control Over Financial Reporting. The management of the Company, including the Company’s principal executive officer and principal financial officer, is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)).

As of the end of the period covered by this annual report, the management of the Company, under the supervision and with the participation of the Company’s principal executive officer and principal financial officer, assessed the effectiveness of the design and operation of the Company’s internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)). The management based this assessment on criteria for effective internal control over financial reporting described in “Internal Control—Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based upon that evaluation, the principal executive officer and principal financial officer concluded that the Company maintained effective internal control over financial reporting.

The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.

This annual report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management’s report in this annual report.

(c) Changes in Internal Control Over Financial Reporting. There were no changes in the Company’s internal control over financial reporting that occurred during the last fiscal quarter that has materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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Item 9B. Other Information.

None.

PART III

Item 10. Directors and Executive Officers of the Registrant.

The following table sets forth information regarding Da-Lite’s executive officers and directors as of December 26, 2008.

Name	Age	Position
Richard E. Lundin	57	Chairman, President and Chief Executive Officer
Judith D. Loughran	61	Executive Vice President
Jerry C. Young	61	Vice President—Finance and Chief Financial Officer
James M. Hoak	65	Lead Director
James S. Cownie	64	Director
Wayne Kern	76	Director
David J. Lundquist	66	Director
David N. Walthall	63	Director

Richard E. Lundin. Mr. Lundin has been the Company’s President and Chief Executive Officer since 1989 and has served as Chairman of the Board since 1998. After being named President of Gulf & Western’s Healthcare Division (a manufacturer of patient handling equipment) in 1982 at the age of 30, Mr. Lundin went on to be President of two other companies before accepting his position with Da-Lite in 1989.

Judith D. Loughran. Ms. Loughran became the Company’s Executive Vice President in 2005. From 1998 to 2004 she was Da-Lite’s Senior Vice President—Sales and Marketing and from 1989 to 1998 she was Da-Lite’s Vice President—Sales and Marketing. Ms. Loughran was employed by Thonet Industries (a manufacturer of furniture) in York, Pennsylvania from 1982 to 1986, where she first worked for Mr. Lundin. From 1986 through 1989 she worked for Cole Office Environment (a furniture manufacturer), also in York.

Jerry C. Young. Mr. Young has been the Company’s Vice President—Finance and Chief Financial Officer since 1999. Mr. Young’s background includes working for Price Waterhouse, Clark Equipment, Zimmer Inc. (a manufacturer of orthopedic implants which was a subsidiary of Bristol-Myers Squibb Company while Mr. Young was employed by them). While with Zimmer from 1979 to 1996, he was the International Controller, a Vice President Controller of the United States Sales Division and a Vice President of Projects involving the startup of operations in Puerto Rico and China.

James M. Hoak. Mr. Hoak has served as a director since 1989 and became the Company’s lead director in 2007. Mr. Hoak has served as Chairman of Hoak Media, LLC (a television broadcaster) since its formation in August 2003. He also has served as Chairman and a Principal of Hoak Capital Corporation (a private equity investment firm) since September 1991. He served as Chairman of Heritage Media Corporation (a broadcasting and marketing services firm) from its inception in August 1987 to its sale in

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August 1997. From February 1991 to January 1995, he served as Chairman and Chief Executive Officer of Crown Media, Inc. (a cable television company). From 1971 to 1987, he served as President and Chief Executive Officer of Heritage Communications, Inc. (a diversified cable television and communications company), and as its Chairman and Chief Executive Officer from August 1987 to December 1990.

James S. Cownie. Mr. Cownie has served as a director since 1989. For the past five years he has been self-employed as an investor. Previously, Mr. Cownie was President and Chief Executive Officer of New Heritage Associates (an operator of cable television systems) and President in charge of cable television operations of Heritage Communications, Inc. Mr. Cownie currently serves as a director of The Macerich Company (a developer and operator of regional shopping centers).

Wayne Kern. Mr. Kern has served as a director since 1989 and also serves as the Company’s Secretary. For the past five years he has been retired, but also serves as a director and the Secretary of Dynamex Inc. (a delivery and logistics company). Previously, he served as Vice President, General Counsel and Secretary of Crown Media Corporation, President of Hoak Securities, Inc. (a predecessor of HBW Holdings, Inc.) and Vice President, General Counsel and Secretary of Heritage Communications, Inc.

David J. Lundquist. Mr. Lundquist has served as a director since 1989 and served as the Company’s Chairman from 1989 until 1998 and the Company’s Vice Chairman from 1998 until 2004. For the past eleven years Mr. Lundquist has been the managing director of Lundquist, Schiltz and Associates (a money management company). Previously, he served as Executive Vice President and Chief Financial Officer of New Heritage Associates and Vice President and Chief Financial Officer of Heritage Communications, Inc.

David N. Walthall. Mr. Walthall has served as a director since 1989 and the Company’s lead director from 2004 through the second quarter of 2007. Mr. Walthall invests primarily in real estate on a project-by-project basis through Walthall Asset Management Corporation. Previously, he served as President of Lyric Corporation (a producer of children’s television programming, including “Barney and Friends”), Co-founder, President and Chief Executive Officer of Heritage Media Corporation (a company with operations in in-store advertising, broadcasting and direct mail advertising) and President-Communication Products Group for Heritage Communications, Inc. (a diversified media company with operations in cable television, broadcasting, outdoor advertising and communications products).

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Board of Directors and Committees of the Board

The Company’s board of directors (the “Board”) is composed of six directors. Each director serves for an annual term and until a successor is elected and qualified. All of the directors have been elected and continue to hold their positions pursuant to the terms of the shareholders’ agreement among all of the Company’s shareholders. See “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.”

The Board does not have a compensation committee or other committee performing equivalent functions. During 2008, Mr. Lundin was the only officer or employee who participated in the Board’s deliberations concerning executive officer compensation. During 2008, none of the executive officers served on the compensation committee or board of directors of any other company of which any other member of the Board was an executive officer.

Audit Committee

The Board has established an audit committee to assess, report and make recommendations to the Board regarding the Company’s independent auditors, financial statements, internal audit activities and legal compliance. The Company’s audit committee consists of Messrs. Hoak, Kern and Lundquist with Mr. Lundquist serving as the chair. The Board has determined that each of Messrs. Hoak and Lundquist is an “audit committee financial expert” as defined by the rules of the SEC.

Finance Code of Professional Conduct

The Company has adopted a Finance Code of Professional Conduct applicable to its Chief Executive Officer, Chief Financial Officer, Corporate Controller and all other employees of its finance organization which satisfies the SEC’s requirements for a “code of ethics.” A copy of the Company’s Finance Code of Professional Conduct has been filed as an exhibit to this report.

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Item 11. Executive Compensation.

Compensation Discussion and Analysis

This section provides information regarding the compensation program in place for Da-Lite’s executive officers for 2008. It includes information regarding the overall objectives of the compensation program and each element of compensation provided.

The Board believes that compensation for Da-Lite’s executive officers should reward superior performance that creates long-term investor value and encourage executives who deliver that performance to remain with the Company and to continue that level of performance. Compensation is reviewed and approved by the Board during regularly scheduled Board meetings.

During 2008, all of the compensation received by Da-Lite’s executive officers was in the form of cash compensation. This reflects the Board’s view that additional equity ownership of the Company was not needed to align the interests of our executive officers with shareholders due to the fact that each of the executive officers already holds substantial equity in the Company.

The elements of the Company’s executive compensation program are:

Salary

Base salary for each of the Company’s officers is specified in their respective employment agreements. On August 28, 2006, the employment agreements of Mr. Lundin, Ms. Loughran and Mr. Young were amended to increase each officer’s base salary effective as of October 1, 2006. Mr. Lundin’s base salary was increased from $350,000 to $450,000 per year; Ms. Loughran’s base salary was increased from $250,000 to $287,500 per year; and Mr. Young’s base salary was increased from $225,000 to $262,500 per year. These amendments to the employment agreements represented the first increase in base salary for these officers since their employment agreements were entered into on April 5, 2004. In determining to increase the salaries of these officers, the Board considered the strong performance of the Company during that time. Mr. Lundin, Ms. Loughran, and Mr. Young have agreed to take salary reductions of $50,000, $25,000 and $25,000 respectively, in 2009 as part of the Company’s overall efforts to control costs.

Bonus

Bonuses for Mr. Lundin, Ms. Loughran and Mr. Young are awarded at the discretion of the Board. Bonus amounts are based on the Company’s overall performance during the year as well as individual performance. Factors considered by the Board in making its bonus determinations include revenue, operating cash flow and cost efficiencies realized. However, bonus targets are not set in advance, and no particular factor carries greater weight than any other factor. The Board also considers the recommendations of Mr. Lundin in determining the bonuses to be paid to Ms. Loughran and Mr. Young.

Stock Options

The Company occasionally grants nonqualified stock options to certain employees, including the executive officers, pursuant to the Da-Lite Screen Company, Inc. 1999 Stock Option Plan. The purposes of this plan are (i) to align the interests of the Company’s stockholders and the recipients of options under this plan by increasing the proprietary interest of those recipients in Da-Lite’s growth and success, (ii) to advance Da-Lite’s best interests by attracting and retaining key employees and (iii) to motivate recipients of options to act in the long-term best interests of the Company and its stockholders.

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Options under the plan generally vest one-fifth each year from the anniversary date of grant and expire on the tenth anniversary of the date of grant. No options were granted in 2008.

Perquisites

The Board does not believe that perquisites should be a significant part of the compensation of the Company’s executive officers. In 2008, the only perquisite the Company provided to its executive officers was a car allowance.

Retirement Benefits

The Da-Lite Screen Company, Inc. 401(k) Retirement Plan (the “401(k) Plan”) covers all full-time employees who meet certain service requirements. Each of the executive officers participates in the 401(k) Plan. Under the terms of the 401(k) Plan, employees may contribute up to 16% of salary, subject to compensation and contribution limits prescribed by law, and the Company may match 50% of employee contributions (up to 6% of salary). All participants, including the U.S.-based executive officers, are eligible for the match. Under the terms of the 401(k) Plan, the Company may make discretionary profit sharing contributions as determined by management. The Company did not make any such discretionary profit sharing contribution in 2008. The Board offers the 401(k) Plan in order to attract and retain employees.

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Report of the Board of Directors on Executive Compensation

The Board of Directors of Da-Lite Screen Company, Inc. oversees the Company’s compensation program. In fulfilling its oversight responsibilities, the Board reviewed and discussed with management the Compensation Discussion and Analysis set forth in this Annual Report on Form 10-K.

In reliance on the review and discussions referred to above, the Board determined to include the Compensation Discussion and Analysis in the Company’s Annual Report on Form 10-K for the fiscal year ended December 26, 2008.

Richard E. Lundin (Chairman)

James M. Hoak (Lead Director)

James S. Cownie

Wayne Kern

David J. Lundquist

David N. Walthall

2008 Summary Compensation Table

The following table provides information for the 2008 and 2007 fiscal years concerning the compensation of the Company’s executive officers.

Name and Principal Position	Year	Salary ($)	Bonus ($)	All Other Compensation ($)		Total ($)
Richard E. Lundin Chairman, President and Chief Executive Officer	2008	450,000	20,000	16,779	(1)	486,779
	2007	450,000	50,000	20,939	(1)	520,939
Judith D. Loughran Executive Vice President	2008	287,500	10,000	9,831	(2)	307,331
	2007	287,500	25,000	13,425	(2)	325,925
Jerry C. Young Vice President–Finance and Chief Financial Officer	2008	262,500	10,000	9,394	(3)	281,894
	2007	262,500	25,000	12,675	(3)	300,175
Peter A. de Kroon (5) Managing Director, Projecta, B.V. and Procolor SAS	2008	218,629	16,745	21,966	(4)	257,070
	2007	190,457	—	18,478	(4)	208,935

(1) Consists of a car allowance of $4,800, director fees of $6,000 and matching contributions under the 401(k) plan of $5,979.

(2) Consists of a car allowance of $4,800 and matching contributions under the 401(k) Plan of $5,031.

(3) Consists of a car allowance of $4,800 and matching contributions under the 401(k) Plan of $4,594.

(4) Consisted of a car allowance.

(5) Mr. de Kroon was paid in Euros and his compensation was translated into U.S. Dollars at the average exchange rate during the year.

As mentioned above in Compensation Discussion and Analysis, the Company has employment agreements with each of its executive officers. The material terms of the employment agreements are summarized below. Additional provisions of these agreements relating to compensation and benefits payable upon the termination of the executives’ employment or upon a change-in-control of the Company are described below under “Potential Payments upon Termination or Change-in-Control.”

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Employment Agreements with Mr. Lundin, Ms. Loughran and Mr. Young

Each of the employment agreements with Mr. Lundin, Ms. Loughran and Mr. Young was entered into on April 5, 2004 and specified, among other things, each officer’s salary and term of employment (initially expiring on April 1, 2008). On August 28, 2006, each of these employment agreements was amended to (i) increase the salary of the respective officers as described above under “Compensation Discussion and Analysis – Salary”, (ii) extend the term of employment of each executive officer through December 31, 2010, and (iii) with respect to Mr. Lundin, increase his paid vacation period from not less than four weeks per year to not less than five weeks per year. The remaining terms of each of the original employment agreements were unchanged.

In addition to salary, the employment agreements provide that each executive officer is entitled to a car allowance of $400 per month, which is subject to increase if and to the extent that the car allowance for the Company’s field sales people is increased. Each executive officer is also entitled to participate in the Company’s employee benefit plans, such as medical plans, life insurance and the profit-sharing plan, generally available to the executives of the Company. Ms. Loughran and Mr. Young are entitled to not less than four weeks of paid vacation time per year; as noted above, pursuant to his employment agreement amendment, Mr. Lundin is entitled to not less than five weeks of paid vacation per year. Mr. Lundin’s employment agreement also provides that he may charter planes to visit the Company’s manufacturing facilities provided that the aggregate costs of such charters do not exceed $75,000 annually.

Each of the executive officers is subject to a noncompetition clause that restricts his or her ability to compete with the business of the Company during the period of employment and for two years following his or her termination of employment in any country or other area where the Company manufactures, distributes or sells meeting room products during the term of such executive’s employment. Each executive officer also agreed not to solicit the Company’s employees or customers for a period of two years following his or her termination of employment.

2008 Outstanding Equity Awards at Fiscal Year-End

The following table reflects the number of stock options held by our executive officers as of the end of fiscal year 2008.

	Option Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)	Option Expiration Date
Richard E. Lundin	—	—	—	—
Judith D. Loughran	—	—	—	—
Jerry C. Young	50	—	17,245	May 17, 2014
Peter A. de Kroon	—	—	—	—

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2008 Options Exercised and Stock Vested Table

The following table reflects the number of stock options exercised by our executive officers as of the end of fiscal year 2008.

	Option Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)
Richard E. Lundin	5	54,942	(1)
Judith D. Loughran	—	—
Jerry C. Young	—	—
Peter A. de Kroon	—	—

(1) The value realized on exercise represents the difference between the price of the underlying securities at exercise, as determined consistently with a formula set forth in the Company’s Shareholders Agreement, and the exercise price of the options.

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Potential Payments Upon Termination or Change-in-Control

This section describes the compensation and benefits that would have been payable to our executive officers as of the end of fiscal year 2008 pursuant to their respective employment agreements had a change-in-control occurred or their employment been terminated as a result of the circumstances described below.

Termination for Cause

The Company may, if authorized by the Board at a meeting of which three days’ advance notice has been given to the executive, terminate the employment of Mr. Lundin, Ms. Loughran or Mr. Young for “cause” upon written notice to the executive. “Cause” is generally defined under their respective employments agreements to mean (i) any intentional act of fraud, embezzlement or theft or the commission of any felony or of any crime involving fraud, embezzlement, theft or misrepresentation, (ii) any willful misconduct resulting in a material loss to the Company or damage to the Company’s reputation, (iii) any willful refusal to perform his or her duties or to perform specific directives of the Board consistent with the scope and nature of his or her duties (other than the officer’s good faith belief that compliance with such directive would constitute a violation of law or breach of fiduciary duty to the Company, or (iv) any intentional breach of the noncompetition, nonsolicitation, confidentiality and “works made for hire” provisions of the employment agreement. Except with respect to clause (i) of the foregoing sentence, the executive has 15 days after delivery of notice by the Company to cure the particular actions or inactions giving rise to the cause notice. If the executive so effects a cure to the reasonable satisfaction of the Board, the cause notice will be deemed rescinded. Upon a termination for cause, the officer would be entitled to accrued and unpaid salary and benefits through and including the termination date.

Termination by the Company Without Cause or by the Executive with Good Reason

The Company may, if authorized by the Board, terminate the employment of Mr. Lundin, Ms. Loughran or Mr. Young other than for cause or disability, or such executive may terminate his or her employment with the Company at any time with “good reason.” Upon such a termination, the executive will be entitled to the continuation of payment of salary and benefits for the remainder of the term of the employment agreement. “Good reason” is defined in the employment agreements to mean (i) the assignment to the executive of duties and responsibilities not consistent with the status and activities (including location) of his or her current position, (ii) any action which results in a significant and continuing diminution of the authority, duties or responsibilities of the executive, (iii) the failure of the Company to provide compensation, benefits or expense reimbursements as required under the employment agreement, or (iv) the failure of the Company to adhere in any material manner to any of its other covenants in the employment agreement or in any other agreement between the Company and the executive; provided that any of the foregoing continues for a period of 20 days after the executive gives written notice to the Company requesting a cure.

Voluntary Resignation

Each of Mr. Lundin, Ms. Loughran and Mr. Young may resign his or her employment with the Company for any reason upon 120 days prior written notice to the Company. Upon such a termination, the officer would be entitled to accrued and unpaid salary and benefits through and including the termination date. The Company may, by action of the Board, designate any day within such 120-day period as the effective date of the executive’s resignation, although the Company is required to pay the executive’s salary and benefits through the end of the 120-day notice period.

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Termination by Reason of Disability

The Company may, if authorized by the Board, terminate the employment of Mr. Lundin, Ms. Loughran or Mr. Young if he or she, because of physical or mental incapacity or disability, fails to perform the essential functions of his or her position for a continuous period of 180 days or any 180 days within any 12-month period. Upon such a termination, the officer would be entitled to accrued and unpaid salary and benefits through and including the termination date.

Termination by Reason of Death

If the employment of any of the executive officers is terminated as a result of death, their respective heirs, executors or administrators would be entitled to accrued and unpaid salary and benefits through and including the date of death.

Change-in-Control

In the event of a “corporate transaction” that occurs while Mr. Lundin, Ms. Loughran or Mr. Young is employed by the Company (or within three months of his or her termination of employment without cause or with good reason), the salary payable to each such executive will be increased to the annual rate of $750,000, $300,000 and $300,000, respectively. “Corporate transaction” is defined in the employment agreements to mean (i) the reorganization, merger or consolidation of the Company with, or the sale or other transfer of all or substantially all of the Company’s assets to, another entity or entities if 50% or less of the common equity of the surviving or resulting entity is owned by persons and entities which were the shareholders of the Company or its affiliates immediately prior to such merger, consolidation, sale or transfer, or (ii) the sale or other transfer of more than 50% of the outstanding common stock (or beneficial interests in Company voting securities).

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2008 Director Compensation Table

The table below summarizes the compensation paid by the Company to non-employee directors for the fiscal year ended December 26, 2008.

Name	Fees Earned or Paid in Cash ($)		Total ($)
James S. Cownie	6,000	(1)	6,000
James M. Hoak	14,000	(2)	14,000
Wayne Kern	8,500	(3)	8,500
David J. Lundquist	7,500	(3)	7,500
David N. Walthall	6,000	(1)	6,000

(1) Represents cash compensation of $1,500 per quarter for board membership.

(2) Represents cash compensation of $3,000 per quarter as lead director and $500 per meeting for audit committee membership.

(3) Represents cash compensation of $1,500 per quarter for board membership and $500 per meeting for audit committee membership.

With the exception of the lead director, who receives cash compensation of $3,000 per quarter in director fees, the Company’s directors receive cash compensation of $1,500 each quarter. Audit committee members receive an additional fee of $500 per audit committee meeting. Directors are also reimbursed for reasonable out-of-pocket expenses incurred in attending board or committee meetings.

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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth certain information regarding the beneficial ownership of the Company’s common stock as of February 24, 2009 by: (1) each of the Company’s executive officers and directors individually and (2) all of the Company’s executive officers and directors as a group. The address for each of the Company’s beneficial owners is c/o Da-Lite Screen Company, Inc., 3100 North Detroit Street, P.O. Box 137, Warsaw, Indiana 46581-0137.

Name	Shares		Percentage (1)
James S. Cownie	1,278.51	(2)	23.72	%
James M. Hoak	1,750.69	(3)	32.48	%
Wayne Kern	245.99	(4)	4.56	%
David J. Lundquist	389.15	(5)	7.22	%
David N. Walthall	307.62		5.71	%
Richard E. Lundin	345.00		6.40	%
Judith D. Loughran	167.00		3.10	%
Jerry C. Young	75.00	(6)	1.38	%
All directors and executive officers as a group (9 people)	4,558.96		83.73	%

(1) Calculated based on 5,389.62 shares outstanding and excluding all options except as to each individual under options as described in notes (6) below, as the case may be.

(2) Consists of (a) 1,041.51 shares held in a revocable trust for the benefit of Mr. Cownie for which he serves as trustee and (b) 237.00 shares held in a trust for the benefit of Mr. Cownie and his children for which he serves as trustee.

(3) Consists of (a) 250.69 shares held in Mr. Hoak’s name, (b) 1,410.00 shares held by Mr. Hoak’s wife, Nancy J. Hoak and (c) 90 shares held in a trust for the benefit of Mr. Hoak’s wife and his children for which he serves as trustee.

(4) Consists of (a) 146.51 shares held in a trust for the benefit of Mr. Kern and his children and (b) 99.48 shares held in a trust for the benefit of Mr. Kern’s wife, Donna Kern, and his children

(5) Represents 389.15 shares held in a revocable trust for the benefit of Mr. Lundquist for which he serves as trustee.

(6) Includes options to purchase 50.00 shares.

Shareholders Agreement

Da-Lite’s shareholders are parties to an Amended and Restated Shareholders Agreement dated as of July 15, 2004 which requires each shareholder to elect and vote for the persons currently serving as the Company’s directors. The Amended and Restated Shareholders Agreement also contains certain restrictions on the transfer of shares of the Company’s stock and provides for rights of first refusal, co-sale rights and preemptive rights in the event of certain transfers or issuances, as applicable, of the Company’s stock.

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Equity Compensation Plan Information

The following table summarizes the number of shares of the Company’s common stock that may be issued under its equity compensation plans as of December 26, 2008.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders	—		—	—
Equity compensation plans not approved by security holders	55.0	$	17,079	—
Total	55.0	$	17,079	—

Item 13. Certain Relationships and Related Transactions.

None.

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Item 14. Principal Accountant Fees and Services.

The following table sets forth the aggregate fees for services related to the years ended December 26, 2008 and December 28, 2007 provided by Deloitte & Touche LLP, the Company’s principal accountants for such years.

	December 26, 2008		December 28, 2007
Audit fees (a)	$	286,611	$	265,000
Audit related fees (b)		21,000		23,000
Tax fees (c)		58,000		90,000

(a) Audit fees represent fees billed for professional services rendered for the audit of the Company’s annual financial statements and review of quarterly financial statements and audit services provided in connection with other statutory or regulatory filings.

(b) Audit Related fees represent fees billed for assurance services related to the audit of Da-Lite’s employee benefit plans.

(c) Tax fees represent fees billed for services principally consisting of tax advisory and preparation services.

During fiscal 2005, the Company reviewed its existing practices regarding the use of Independent Registered Public Accounting Firms to provide non-audit and consulting services to ensure compliance with recent SEC proposals. Da-Lite’s audit committee adopted a policy which provides that the Company’s Independent Registered Public Accounting Firm may provide certain non-audit services which do not impair the auditors’ independence. In that regard, Da-Lite’s audit committee must pre-approve all audit services provided to the Company as well as non-audit services provided to the Company by its Independent Registered Public Accounting Firm. This policy is administered by Da-Lite’s senior corporate financial management which reports throughout the year to the Company’s audit committee. Da-Lite’s audit committee pre-approved all audit and non-audit services provided by Deloitte & Touche LLP in 2008 and 2007.

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PART IV

Item 15. Exhibits and Financial Statement Schedules

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

(a)(1) Financial Statements:

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 26, 2008 and December 28, 2007

Consolidated Statements of Operations for the Years Ended December 26, 2008, December 28, 2007 and December 29, 2006

Consolidated Statements of Shareholders’ Deficit and Comprehensive Income for the Years Ended December 26, 2008, December 28, 2007 and December 29, 2006

Consolidated Statements of Cash Flows for the Years Ended December 26, 2008, December 28, 2007 and December 29, 2006

Notes to Consolidated Financial Statements

(a)(2) Financial Statement Schedules:

All schedules are omitted since the required information is not present or is not present in amounts sufficient to require submission of the schedule or because the information required is included in the consolidated financial statements or notes thereto.

(a)(3) Exhibits required by Item 601 of Regulation S-K:

Exhibit No.	Description
3.1	Amended and Restated Articles of Incorporation of Da-Lite Screen Company, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-4, File No. 333-116673).
3.2	Amended and Restated By-Laws of Da-Lite Screen Company, Inc. (incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form S-4, File No. 333-116673).
4.1	Indenture dated as of May 18, 2004 between Da-Lite Screen Company, Inc. and Wilmington Trust Company (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-4, File No. 333-116673).
4.2	Form of Exchange Note (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-4, File No. 333-116673).
10.1*	Amended and Restated Da-Lite Screen Company, Inc. 1999 Stock Option Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S-4, File No. 333-116673).

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10.2*	Employment Agreement dated as of April 5, 2004 between Da-Lite Screen Company, Inc. and Richard E. Lundin (incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-4, File No. 333-116673).
10.3*	Employment Agreement dated as of April 5, 2004 between Da-Lite Screen Company, Inc. and Judith D. Loughran (incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S-4, File No. 333-116673).
10.4*	Employment Agreement dated as of April 5, 2004 between Da-Lite Screen Company, Inc. and Jerry C. Young (incorporated by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form S-4, File No. 333-116673).
10.5*	Employment Agreement Amendment dated as of August 28, 2006 between Da-Lite Screen Company, Inc. and Richard E. Lundin (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated September 1, 2006).
10.6*	Employment Agreement Amendment dated as of August 28, 2006 between Da-Lite Screen Company, Inc. and Judith D. Loughran (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K dated September 1, 2006).
10.7*	Employment Agreement Amendment dated as of August 28, 2006 between Da-Lite Screen Company, Inc. and Jerry C. Young (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K dated September 1, 2006).
10.8*	Employment Agreement dated as of September 23, 1996 between Projecta B.V. and Peter de Kroon (incorporated by reference to Exhibit 10.8 to the Registrant’s Annual Report on Form 10-K dated March 23, 2007).
10.9*	Employment Agreement Addendum dated as of January 1, 2004 between Projecta B.V. and Peter de Kroon (incorporated by reference to Exhibit 10.9 to the Registrant’s Annual Report on Form 10-K dated March 23, 2007).
10.10*	Employment Agreement Amendment dated as of April 23, 2007 between Projecta B.V. and Peter de Kroon (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated April 23, 2007).
10.11	Amended and Restated Shareholders Agreement dated as of July 15, 2004 among Da-Lite Screen Company, Inc. and the persons listed on the signature pages thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated September 22, 2004).
10.12	Agreement with Lake City Bank (incorporated by reference to Exhibit 10.12 to the Registrant’s annual Report on Form 10-K dated March 25, 2008).
14	Code of ethics
16	Letter Regarding Change in Certifying Accountant (incorporated by reference to Exhibit 16.1 to the Registrant’s Current Report on Form 8-K dated July 11, 2006).
21	Subsidiaries of Da-Lite Screen Company, Inc.
31.1	Certification of CEO pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of CFO pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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32.1	Certification of CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

* Indicates management contract or compensatory plan or arrangement.

(b) Exhibits: The Exhibits required by Item 601 of Regulation S-K are reflected above in Section (a)(3) of this Item.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

DA-LITE SCREEN COMPANY, INC.
	(Registrant)
By:	/s/ Jerry C. Young
	Jerry C. Young
	Vice President—Finance and Chief Financial Officer

Date: February 24, 2009

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Richard E. Lundin Richard E. Lundin	Chairman, President and Chief Executive Officer	February 24, 2009
/s/ Jerry C. Young Jerry C. Young	Vice President—Finance and Chief Financial Officer	February 24, 2009
/s/ James M. Hoak	Lead Director	February 24, 2009
James M. Hoak
/s/ James S. Cownie	Director	February 24, 2009
James S. Cownie
/s/ Wayne Kern	Director	February 24, 2009
Wayne Kern
/s/ David J. Lundquist	Director	February 24, 2009
David J. Lundquist
/s/ David N. Walthall	Director	February 24, 2009
David N. Walthall

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EXHIBIT INDEX

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

(a)(1) Financial Statements:

Reports of Independent Registered Public Accounting Firms

Consolidated Balance Sheets as of December 26, 2008 and December 28, 2007

Consolidated Statements of Operations for the Years Ended December 26, 2008, December 28, 2007 and December 29, 2006

Consolidated Statements of Shareholders’ (Deficit) Equity and Comprehensive Income for the Years Ended December 26, 2008, December 28, 2007 and December 29, 2006

Consolidated Statements of Cash Flows for the Years Ended December 26, 2008, December 28, 2007 and December 29, 2006

Notes to Consolidated Financial Statements

(a)(2) Financial Statement Schedules:

All schedules are omitted since the required information is not present or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements or notes thereto.

(a)(3) Exhibits required by Item 601 of Regulation S-K:

Exhibit No.	Description
3.1	Amended and Restated Articles of Incorporation of Da-Lite Screen Company, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-4, File No. 333-116673).
3.2	Amended and Restated By-Laws of Da-Lite Screen Company, Inc. (incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form S-4, File No. 333-116673).
4.1	Indenture dated as of May 18, 2004 between Da-Lite Screen Company, Inc. and Wilmington Trust Company (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-4, File No. 333-116673).
4.2	Form of Exchange Note (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-4, File No. 333-116673).
10.1*	Amended and Restated Da-Lite Screen Company, Inc. 1999 Stock Option Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S-4, File No. 333-116673).

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10.2*	Employment Agreement dated as of April 5, 2004 between Da-Lite Screen Company, Inc. and Richard E. Lundin (incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-4, File No. 333-116673).
10.3*	Employment Agreement dated as of April 5, 2004 between Da-Lite Screen Company, Inc. and Judith D. Loughran (incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S-4, File No. 333-116673).
10.4*	Employment Agreement dated as of April 5, 2004 between Da-Lite Screen Company, Inc. and Jerry C. Young (incorporated by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form S-4, File No. 333-116673).
10.5*	Employment Agreement Amendment dated as of August 28, 2006 between Da-Lite Screen Company, Inc. and Richard E. Lundin (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated September 1, 2006).
10.6*	Employment Agreement Amendment dated as of August 28, 2006 between Da-Lite Screen Company, Inc. and Judith D. Loughran (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K dated September 1, 2006).
10.7*	Employment Agreement Amendment dated as of August 28, 2006 between Da-Lite Screen Company, Inc. and Jerry C. Young (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K dated September 1, 2006).
10.8*	Employment Agreement dated as of September 23, 1996 between Projecta B.V. and Peter de Kroon (incorporated by reference to Exhibit 10.8 to the Registrant’s Annual Report on Form 10-K dated March 23, 2007).
10.9*	Employment Agreement Addendum dated as of January 1, 2004 between Projecta B.V. and Peter de Kroon (incorporated by reference to Exhibit 10.8 to the Registrant’s Annual Report on Form 10-K dated March 23, 2007).
10.10*	Employment Agreement Amendment dated as of April 23, 2007 between Projecta B.V. and Peter de Kroon (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated April 23, 2007).
10.11	Amended and Restated Shareholders Agreement dated as of July 15, 2004 among Da-Lite Screen Company, Inc. and the persons listed on the signature pages thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated September 22, 2004).
10.12	Agreement with Lake City Bank (incorporated by reference to Exhibit 10.12 to the Registrant’s Annual Report on Form 10-K dated March 25, 2008).
14	Code of ethics
16	Letter Regarding Change in Certifying Accountant (incorporated by reference to Exhibit 16.1 to the Registrant’s Current Report on Form 8-K dated July 11, 2006).
21	Subsidiaries of Da-Lite Screen Company, Inc.
31.1	Certification of CEO pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of CFO pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

61

32.1	Certification of CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

* Indicates management contract or compensatory plan or arrangement.

(b) Exhibits: The Exhibits required by Item 601 of Regulation S-K are reflected above in Section (a)(3) of this Item.

Registrant hereby agrees to furnish to the Securities and Exchange Commission a copy of any agreement under which any long term debt is issued or outstanding.

62

EX-14

Exhibit 14

Da-Lite Screen Company, Inc. Finance Code of Professional Conduct

Finance’s mission includes the promotion of professional conduct in the practice of financial management throughout Da-Lite Screen Company, Inc. (“the Company”). The Company’s Chief Executive Officer (CEO), Vice President of Finance, Corporate Controller and all other employees of the finance organization hold an important and elevated role in corporate governance in that they are uniquely capable and empowered to ensure that all shareholders’ interests are appropriately balanced, protected and preserved. This Finance Code of Professional Conduct embodies principles to which all associates of the Company involved with financial reporting are expected to adhere and advocate. These tenets for ethical business conduct encompass rules regarding both individual and peer responsibilities as well as responsibilities to Da-Lite Screen Company, Inc. employees, the public and other shareholders. The CEO, Vice President of Finance and Finance organization employees are expected to abide by this Code as well as all applicable Da-Lite Screen Company, Inc. business conduct standards and policies or guidelines in the Company’s employee handbook relating to areas covered by this Code. Any violations of this Finance Code of Professional Conduct may result in disciplinary action up to and including termination of employment.

All employees covered by this Finance Code of Professional Conduct will:

• Act with honesty and integrity and avoid actual or apparent conflicts of interest in their personal and professional relationships.

• Provide shareholders with information that is accurate, complete, objective, fair, relevant, timely and understandable, including in our filings with and other submissions to the U.S. Securities and Exchange Commission.

• Comply with rules and regulations of federal, state, provincial and local governments and other appropriate private and public regulatory agencies.

• Act in good faith, responsibly, with due care, competence and diligence without misrepresenting material facts or allowing one’s independent judgment to be subordinated.

• Respect the confidentiality of information acquired in the course of one’s work except when authorized or otherwise legally obligated to disclose.

• Confidential information acquired in the course of one’s work will not be used for personal advantage.

• Share knowledge and maintain professional skills important and relevant to shareholders’ needs.

• Proactively promote and be an example of ethical behavior as a responsible partner among peers in the work environment and the community.

• Achieve responsible use, control and stewardship over all Company assets and resources that are employed or entrusted to them.

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• Not unduly or fraudulently influence, coerce, manipulate, or mislead any authorized audit or interfere with any auditor engaged in the performance of an internal or independent audit of the Company’s financial statements or accounting books and records.

If you are aware of any suspected or known violations of this Code of Professional Conduct or other Company policies or guidelines, you have a duty to promptly report such concerns either to the Chairman of the Audit Committee, the Company’s Vice President of Finance or the Company’s Director of Human Resources. Concerns can also be made through the 24-hour Governance Hotline (Tel.: 800-XXX-XXXX) or through an Internet-based application (http://XXX.XXX.XXX/XXX/XXXX). The procedures to be followed for such a report are outlined in the section entitled “Reporting Violations” in the Code of Business Conduct and the Communications section of the Associate Reference Manual.

The Company will handle all inquiries discretely and make every effort to maintain, within the limits allowed by law, the confidentiality of anyone requesting guidance or reporting questionable behavior and/or a compliance concern.

It is the Company’s intention that this Code of Professional Conduct be its written code of ethics under Section 406 of the Sarbanes-Oxley Act of 2002 complying with the standards set forth in Securities and Exchange Commission Regulation S-K Item 406.

64

EX-21

Exhibit 21

Subsidiaries of Da-Lite Screen Company, Inc.

Subsidiary	Jurisdiction of Organization
Procolor S.A.S.	France
Projecta B.V.	The Netherlands
Da-Lite International, Inc.	Delaware

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EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Richard E. Lundin, as Chief Executive Officer of Da-Lite Screen Company, Inc., certify that:

1. I have reviewed this annual report on Form 10-K of Da-Lite Screen Company, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 24, 2009

/s/ Richard E. Lundin

Richard E. Lundin

Chief Executive Officer

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EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Jerry C. Young, as Chief Financial Officer of Da-Lite Screen Company, Inc., certify that:

1. I have reviewed this annual report on Form 10-K of Da-Lite Screen Company, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 24, 2009

/s/ Jerry C. Young

Jerry C. Young

Chief Financial Officer

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EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K of Da-Lite Screen Company, Inc. (the “Company”) for the period ending December 26, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Richard E. Lundin, as Chief Executive Officer of the Company, certify, pursuant to and for purposes of 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Richard E. Lundin

Richard E. Lundin

Chief Executive Officer

February 24, 2009

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EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K of Da-Lite Screen Company, Inc. (the “Company”) for the period ending December 26, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jerry C. Young, as Chief Financial Officer of the Company, certify, pursuant to and for purposes of 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Jerry C. Young

Jerry C. Young

Chief Financial Officer

February 24, 2009

69