-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T0qbriE/JPmlcVnYVigOQZsoZqSQOQ19rtqnHJ4XFaNHBe4FIZaYZgFwKbuoMdxS 6QhGH+ZUoemqf4CTZSMkfA== 0001104659-06-059393.txt : 20060905 0001104659-06-059393.hdr.sgml : 20060904 20060905163021 ACCESSION NUMBER: 0001104659-06-059393 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060905 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060905 DATE AS OF CHANGE: 20060905 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VISANT HOLDING CORP CENTRAL INDEX KEY: 0001277021 STANDARD INDUSTRIAL CLASSIFICATION: JEWELRY, PRECIOUS METAL [3911] IRS NUMBER: 900207875 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-112055 FILM NUMBER: 061074332 BUSINESS ADDRESS: STREET 1: 357 MAIN STREET STREET 2: 1ST FLOOR CITY: ARMONK STATE: NY ZIP: 10504 BUSINESS PHONE: 914-595-8200 MAIL ADDRESS: STREET 1: 357 MAIN STREET STREET 2: 1ST FLOOR CITY: ARMONK STATE: NY ZIP: 10504 FORMER COMPANY: FORMER CONFORMED NAME: JOSTENS HOLDING CORP DATE OF NAME CHANGE: 20040121 8-K 1 a06-19188_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549


FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  September 5, 2006

VISANT HOLDING CORP.
(Exact name of registrant as specified in its charter)

DELAWARE

 

333-135256

 

90-0207875

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification No.)

 

 

 

 

 

357 Main Street

 

 

Armonk, New York 10504

 

10504

(Address of principal executive offices)

 

(Zip Code)

 

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

Not applicable
(Former name or former address, if changed since last report)

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

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

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

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

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

 




Item 8.01                                             Other Events.

On September 5, 2006, Visant Holding Corp. announced that it has commenced an offer to exchange all outstanding 8¾% Senior Notes due 2013 for 8¾% Senior Notes due 2013, which have been registered under the Securities Act of 1933. The exchange offer is scheduled to expire at 12:01 a.m., New York City time, on October 5, 2006, unless extended.

A copy of the press release announcing this offer is furnished hereto as Exhibit 99.1.

Item 9.01                                             Financial Statements and Exhibits.

(d)                                 Exhibits.

99.1

 

Press release, dated September 5, 2006, announcing the launch of an offer to exchange all outstanding 8¾% Senior Notes due 2013 for 8¾% Senior Notes due 2013, which have been registered under the Securities Act of 1933.

 

2




SIGNATURES

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

 

VISANT HOLDING CORP.

 

 

 

 

 

 

Date: September 5, 2006

 

/s/ PAUL B. CAROUSSO

 

 

Paul B. Carousso

 

 

Vice President, Finance

 

3




EXHIBIT INDEX

Exhibit
Number

 

Description

 

 

 

99.1

 

Press release, dated September 5, 2006, announcing the launch of an offer to exchange all outstanding 8¾% Senior Notes due 2013 for 8¾% Senior Notes due 2013, which have been registered under the Securities Act of 1933.

 



EX-99.1 2 a06-19188_1ex99d1.htm EX-99

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact: John Sorensen
(914) 595-8204

Visant Holding Corp. Commences Exchange Offer for 8¾% Senior Notes Due 2013

ARMONK, NY, September 5, 2006—Visant Holding Corp. announced today that it has commenced an offer to exchange all outstanding 8¾% Senior Notes due 2013 (the “Old Notes”) for 8¾% Senior Notes due 2013, which have been registered under the Securities Act of 1933 (the “Registered Notes”). The exchange offer is scheduled to expire at 12:01 a.m., New York City time, on October 5, 2006, unless extended.

The terms of the exchange offer and other information relating to Visant are set forth in a prospectus dated September 5, 2006. Copies of the prospectus and related letter of transmittal may be obtained from U.S. Bank National Association, which is serving as the exchange agent for the exchange offer. U.S. Bank National Association’s address, telephone and facsimile numbers are as follows:

U.S. Bank National Association
60 Livingston Avenue
St. Paul, MN 55107-2292
Attention: Specialized Finance Department
Telephone: (800) 934-6802
Facsimile: (651) 495-8158

This announcement is neither an offer to sell nor a solicitation of an offer to buy or exchange the Old Notes or the Registered Notes. The exchange offer is made solely by Visant’s prospectus dated September 5, 2006, including any supplements thereto.

ABOUT OUR COMPANY

Visant is a leading marketing and publishing services enterprise servicing the school affinity, direct marketing, fragrance and cosmetics and educational publishing markets.

Jostens is a leading provider of school-related affinity products and services that help people celebrate important moments, recognize achievements and build affiliation.  Jostens’ operations are reported in two segments: 1) Jostens Scholastic, which includes the production of class rings and graduation products and 2) Jostens Yearbook.

Visant’s Marketing and Publishing Services produces multi-sensory and interactive advertising sampling systems, primarily for the fragrance, cosmetics and personal care markets, and innovative products and services to the direct marketing sector.  The group also produces testing and supplemental materials and related components for educational publishers.  Visant’s Educational Textbook business produces four-color case-bound educational textbooks.

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

Except for historical information contained herein, the matters set forth in this news release are forward-looking statements. Statements that are predictive in nature, that depend upon or refer to events or conditions or that include words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates” and similar expressions are forward-looking statements. The forward-looking statements set forth above involve a number of risks and uncertainties that could cause actual results to differ materially from any such statement, including the risks and uncertainties discussed in the company’s Safe Harbor Compliance Statement for Forward-looking Statements included in the company’s recent filings, including Forms 10-K and 10-Q, with the Securities and Exchange Commission. The forward-looking statements speak only as of the date made, and the company undertakes no obligation to update these forward-looking statements.

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