8-K

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): January 7, 2008

VISANT CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE	333-120386	90-0207604
(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:

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

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

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

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

Item 5.02         Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 7, 2008, Visant Corporation’s (“Visant”) Jostens, Inc. (“Jostens”) subsidiary, announced that Michael L. Bailey retired as President and Chief Executive Officer of Jostens effective on January 7, 2008. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

In connection with Mr. Bailey’s retirement, we entered into a letter agreement (the “Letter Agreement”). Such agreement contains the following provisions:

• For the period commencing January 7, 2008 and ending on June 30, 2009, Mr. Bailey will be employed by Visant as a non-executive, part-time employee, providing such services from time to time reasonably requested by us, subject to the earlier termination of such employment by Mr. Bailey or by us;

• Under the Letter Agreement, “cause” includes the following: Mr. Bailey’s willful and continued failure to perform his material duties which continues beyond ten days after a written demand for substantial performance is delivered by us; the willful or intentional engaging in conduct that causes material and demonstrable injury, monetarily or otherwise, to us or Kohlberg Kravis Roberts & Co. L.P. and DLJ Merchant Banking Partners III, L.P. and their affiliates; the commission of a crime constituting a felony under the laws of the United States or any state thereof or a misdemeanor involving moral turpitude; or a material breach by Mr. Bailey of any agreement, including engaging in any action in breach of restrictive covenants, which continues beyond ten days after a written demand to cure the breach is delivered by us (to the extent that, in our Board of Directors’ reasonable judgment, the breach can be cured);

• In consideration of a general release and waiver of claims against Jostens and its affiliates and his obligations under the Letter Agreement, Mr. Bailey will receive payments in the aggregate amount of $600,000.00 payable as follows: $500,000 will be paid in equal bi-monthly installments during calendar year 2008 and $100,000 will be paid in equal bi-monthly installments between January 1, 2009 and June 30, 2009 provided that any unpaid payments will be forfeited if Mr. Bailey’s part-time employment is terminated for cause by us or for any reason by Mr. Bailey (other than due to his permanent disability (as defined) or death);

• Mr. Bailey will be eligible to participate in the group medical, dental and vision plans provided to our other employees, at his sole cost and expense, until June 30, 2009 or the earlier termination of his part-time employment by Mr. Bailey for any reason or by us for cause;

• Mr. Bailey will not earn or accrue any additional benefits under his executive supplemental retirement agreement after his termination of employment with Jostens; benefits thereunder will be payable in accordance with the terms of such agreement;

• All unvested stock options held by Mr. Bailey as of January 7, 2008 will expire and be cancelled without payment. All options to purchase Visant Holding Corp. Class A Common Stock vested as of the date of his retirement will remain exercisable through December 31, 2008 so long as Mr. Bailey continues to be employed as a part-time employee until such date (or if such employment is terminated by us without cause or due to Mr. Bailey’s resignation, death or permanent disability, prior to such date). In exchange for the cancellation, on January 1, 2009, Visant Holding Corp. will pay to Mr. Bailey an amount equal to the product of (1) the excess of the fair market value of one share of Class A Common Stock on December 31, 2008 over the per share exercise price of such cancelled options and (2) the number of shares of Class A Common Stock underlying such options. The payment will be made on or about April 1, 2009, so long as Mr. Bailey remains employed with us through such date. Additionally, on or about April 1, 2009, Visant Holding Corp. will purchase all shares of Class A Common Stock held by Mr. Bailey at a per share purchase price equal to the fair market value of the Class A Common Stock as of December 31, 2008;

• For purposes of the restrictive covenants regarding confidential information and non-competition under the previously executed management stockholder’s agreement, Mr. Bailey’s employment will not be deemed to have been terminated until January 11, 2011, at which time the two-year post-employment period during which the non-competition covenants shall begin to run; and

• The payments and benefits set forth in the Letter Agreement shall be offset or reduced, as applicable, by any compensation or benefits Mr. Bailey may receive from other sources. Mr. Bailey will not be able to participate in any bonus, incentive compensation program, retirement, severance, perquisite, fringe benefit or other employee benefit plan or program, except as provided in the Letter Agreement.

Item 8.01         Other Events.

Effective upon Mr. Bailey’s retirement, the role of President and Chief Executive Officer of Jostens will be filled effective immediately by Timothy Larson. Mr. Larson has been with Jostens since July 1996, most recently serving as its Senior Vice President and General Manager, Memory Book. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01         Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press release, dated January 7, 2008

SIGNATURES

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

	VISANT CORPORATION
Date: January 7, 2008	/s/ PAUL B. CAROUSSO
	Paul B. Carousso
	Vice President, Finance

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release, dated January 7, 2008

EX-99.1

Exhibit 99.1

News Release

Contact information: Rich Stoebe 952.830.3250 5601 Minnesota Drive Suite 400 Minneapolis, MN 55437 www.jostens.com

Jostens’ Michael Bailey Announces Retirement

Jostens’ Senior Vice President Timothy Larson to Succeed Bailey as President and CEO

Minneapolis – January 7, 2008 – Mike Bailey has announced his retirement as president and CEO of Jostens, Inc. Tim Larson, senior vice president and general manager, will succeed Bailey as Jostens president and CEO, effective immediately.

Bailey’s decision follows 29 years of service to Jostens, beginning as a sales representative in 1978. Bailey held a variety of leadership positions at Jostens and was named president and CEO in July, 2004. He is recognized for his commitment and dedication to Jostens’ long-standing tradition of serving educators, students and their parents. Bailey’s tenure as CEO is marked by focusing and strengthening the organization’s core businesses and his commitment to develop talent for key leadership roles in the company.

“I am thankful for everyone at Jostens and for their support, friendship and passion for the business and extend my best wishes for a successful and rewarding future,” said Mike Bailey, retiring president and CEO, Jostens. “Tim has an outstanding track record of performance and leadership. He effectively turns market insights into vision and strategies that are executed to the desired results. He is exactly the leader the company needs given its opportunities and challenges.”

Larson, age 34, started working with Jostens in 1992 as an intern, training sales representatives, students and educators. He has held a variety of leadership positions in general management, technology, e-business and marketing. As vice president of e-business in the late nineties, his vision shaped Jostens leadership on the Internet resulting in Yearbook Avenue^®, YearTech^® On-Line and Jostens Ring Designer™. He became senior vice president and general manager of Jostens’ Memory Book business in 2005. As general manager, he was responsible for all functions of the business including sales, manufacturing, finance, human resources, marketing and technology.

“We greatly value the opportunity to participate in very special times in people’s lives. It’s a tremendous honor to serve our customers and lead Jostens into a new era,” said Tim Larson, president and CEO, Jostens. “I look forward to working with the entire Jostens team of employees and independent representatives. Together we will build on our collective strengths, while making the necessary changes for our dynamic market and future.”

Larson’s vision to architect innovative solutions for customers and sales representatives has driven significant growth for Jostens. During his leadership, the Memory Book segment has delivered significant sales and earnings growth. The performance was a result of strong execution of strategies to increase customer adoption of new offerings driving both revenue growth and cost reduction. The vision

and growth were the basis for the subsequent launch of Jostens’ personal memory book service, OurHubbub™ by Jostens and a long-term partnership with Disney World Resorts^®.

Larson was born and raised in Detroit Lakes, Minnesota where he first experienced working with Jostens as a class representative and yearbook editor. He is a graduate of the University of Minnesota. Prior to joining Jostens full time, he worked in sports information for the University of Minnesota.

About Jostens

Minneapolis-based Jostens is a provider of products, programs and services that help people inspire achievement and preserve memories. The company’s products include school yearbooks and memory books, OurHubbub™ brand MemoryBooks, scholastic products such as class rings and graduation products, and products for athletic champions and their fans. Jostens is a subsidiary of Visant Corporation, a marketing and publishing services enterprise servicing the school affinity, direct marketing, fragrance and cosmetics sampling and educational publishing market segments.

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

This release may contain “forward-looking statements.” Forward-looking statements are based on our current expectations or forecasts of future events. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may”, “might”, “will”, “should”, “estimate”, “project”, “plan”, “anticipate”, “expect”, “intend”, “outlook”, “continue”, “believe”, or the negative thereof or other similar expressions that are intended to identify forward-looking statements and information. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of the company or industry results, to differ materially from historical results, any future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements are based on estimates and assumptions by our management that, although we believe are reasonable, are inherently uncertain and subject to a number of risks and uncertainties, and you should not place undue reliance on them. Such risks and uncertainties include, but are not limited to, the following: our substantial indebtedness; our inability to implement our business strategy and achieve anticipated cost savings in a timely and effective manner; competition from other companies; the seasonality of our businesses; the loss of significant customers or customer relationships; fluctuations in raw material prices; our reliance on a limited number of suppliers; our reliance on numerous complex information systems; the reliance of our businesses on limited production facilities; the amount of capital expenditures required at our businesses; labor disturbances; environmental regulations; foreign currency fluctuations and foreign exchange rates; the outcome of litigation; our dependency on the sale of school textbooks; control by our stockholders; Jostens’ reliance on independent sales representatives; the failure of our sampling systems to comply with U.S. postal regulations; levels of customers’ advertising spending; and the textbook adoption cycle and levels of government funding for education spending. These factors could cause actual results to differ materially from historical results or those anticipated or predicted by the forward-looking statements. We caution that the foregoing list of important factors is not exclusive. Forward-looking statements speak only as of the date they are made and we undertake no obligation to update publicly or revise any of them in light of new information, future events or otherwise, except as required by law.

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