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): April 1, 2008

VISANT CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE	333-120386	90-0207604
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

357 Main Street
Armonk, New York 10504	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 2.01 Completion of Acquisition or Disposition of Assets.

On April 1, 2008, Visant Corporation (“Visant”) completed its previously announced acquisition of Phoenix Color Corp. (“Phoenix”), pursuant to the Agreement and Plan of Merger, dated as of February 11, 2008, by and among Visant, Coyote Holdco Acquisition Company LLC (“Coyote”), Phoenix Color Corp. (“Phoenix”), Louis LaSorsa, as stockholders’ representative, and the stockholders signatory thereto (the “Merger Agreement”).

Pursuant to the Merger Agreement, at the effective time of the merger, Coyote, a wholly owned subsidiary of Visant, merged with and into Phoenix, with Phoenix surviving as a wholly owned subsidiary of Visant. The aggregate consideration being paid is $219,000,000 in cash, subject to certain adjustments. A portion of the purchase price was placed in escrow to satisfy indemnification claims by Visant and its affiliates, if any, following closing.

To fund the cash consideration payable in connection with the merger, Visant is using cash on hand and borrowings under its existing credit facility pursuant to the Credit Agreement, dated as of October 4, 2004, among Visant, as Borrower, Jostens Canada Ltd., as Canadian Borrower, Visant Secondary Holdings Corp., as Guarantor, Credit Suisse First Boston, as Administrative Agent, Credit Suisse First Boston Toronto Branch, as Canadian Administrative Agent, Credit Suisse First Boston, as Sole Lead Arranger and Sole Bookrunner, Deutsche Bank Securities Inc. and Banc of America Securities LLC, as Co-Arrangers and Co-Syndication Agents, and certain other lending institutions from time to time parties thereto, as amended.

The foregoing description of the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement, attached as Exhibit 2.1 to the Form 8-K filed with the Securities and Exchange Commission on February 15, 2008 and incorporated herein by reference. A copy of the press release announcing the completion of the merger is filed with this report as Exhibit 99.1 and incorporated by reference herein.

Item 8.01 Other Events.

On April 1, 2008, Phoenix announced that it completed its previously announced cash tender offer and consent solicitation with respect to its outstanding 13.0% senior subordinated notes due 2009, which were conducted in connection with the merger described in Item 2.01 above. A copy of the press release announcing the completion of the tender offer and consent solicitation is filed with this report as Exhibit 99.2 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired

Not applicable

(b) Pro Forma Financial Information

Not applicable

(d) Exhibits

99.1	Press release, dated April 1, 2008.
99.2	Press release, dated April 1, 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: April 1, 2008	/s/ PAUL B. CAROUSSO
	Paul B. Carousso Vice President, Finance

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release, dated April 1, 2008.
99.2	Press release, dated April 1, 2008.

EX-99.1

EXHIBIT 99.1

CONTACT:

Paul Carousso, Vice President, Finance of Visant Corporation, 914-595-8218, paul.carousso@visant.net

Visant Corporation Completes Acquisition of Phoenix Color Corp.

ARMONK, New York, April 1, 2008 — Visant Corporation announced today that Visant’s previously announced merger transaction with Phoenix Color Corp., a leading book component provider servicing primarily the trade, professional reference and educational segments, is complete. Phoenix Color will operate as a wholly owned subsidiary of Visant.

About Visant:

Visant Corporation is a leading marketing and publishing services enterprise servicing the school affinity, direct marketing, fragrance and cosmetics sampling and educational publishing segments. For more information on Visant, please visit the company’s web site at http://www.visant.net. For more information regarding Phoenix, please visit the company’s web site at http://www.phoenixcolor.com.

Use of Forward-Looking Statements

This news release may contain “forward-looking statements” as defined in the U.S. Private Securities Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance on these forward-looking statements and any such forward-looking statements are qualified in their entirety by reference to the following cautionary statements. All forward-looking statements speak only as of the date of this news release and are based on current expectations and involve a number of assumptions, risks and uncertainties that could cause the actual results to differ materially from such forward-looking statements. Readers are strongly encouraged to read the full cautionary statements contained in Visant’s filings with the SEC. Visant disclaims any obligation to update or revise any forward-looking statements.

EX-99.2

EXHIBIT 99.2

Phoenix Color Corp.

Announces Completion of Tender Offer and Consent Solicitation for Its

13.0% Senior Subordinated Notes due 2009

HAGERSTOWN, Maryland, April 1, 2008 – Phoenix Color Corp. (the “Company”) announced today that it has completed its previously announced cash tender offer and consent solicitation with respect to its outstanding 13.0% Senior Subordinated Notes due 2009 (the “Notes”). The tender offer and consent solicitation expired at 8:00 a.m., New York City time, on April 1, 2008 (the “Offer Expiration Date”). The tender offer and consent solicitation were being conducted in connection with the Company’s previously announced agreement to merge (the “Merger”) with a subsidiary of Visant Corporation (“Visant”), a company controlled by affiliates of Kohlberg Kravis Roberts & Co. L.P. and DLJ Merchant Banking Partners III, L.P. The Company is a wholly owned subsidiary of Visant as of the effective time of the Merger.

As of the Offer Expiration Date, the Company had received tenders and consents for $105,000,000 in aggregate principal amount of the Notes, representing 100% of the outstanding Notes, which satisfies the previously announced minimum condition that there shall be tenders by holders of 90% of the outstanding principal amount of Notes. The tender offer and consent solicitation were subject to the satisfaction or waiver of other various conditions as described in the Offer Documents (as defined below), including the completion of the Merger.

As previously announced, the total consideration offered to be paid in cash is $1,010 for each $1,000 in principal amount of Notes validly tendered and accepted for purchase prior to 5:00 p.m., New York City time, on March 4, 2008 (the “Consent Payment Deadline”). The total consideration includes a consent payment equal to $10.00 per $1,000 in principal amount of Notes (the “Consent Payment”). Holders who validly tendered their Notes and delivered their consents after the Consent Payment Deadline, but prior to the Offer Expiration Date, will be eligible to receive $1,000 for each $1,000 principal amount of Notes validly tendered, namely an amount equal to the total consideration less the Consent Payment. In each case, all holders who validly tendered their Notes, regardless of when such Notes were tendered, will receive accrued and unpaid interest up to, but not including, the date of settlement.

In addition, as previously announced, after receipt of the requisite consents, the Company, The Bank of New York (successor to J.P. Morgan Trust Company, National Association), as trustee under the indenture governing the Notes, as amended and supplemented (the “Indenture”) and the guarantors named therein, entered into a supplemental indenture, which amended the Indenture to, among other things, eliminate substantially all of the restrictive covenants contained in the Indenture and the Notes and modify or eliminate certain events of default and certain other provisions contained in the Indenture and the Notes. The amendments to the Indenture became operative on April 1, 2008. However, as all the outstanding Notes were tendered and purchased in the tender offer, the Indenture was satisfied and discharged concurrent with the completion of the tender offer and the Merger in compliance with the terms of the Notes, the Indenture and applicable law.

The complete terms and conditions of the tender offer and consent solicitation are described in the Offer to Purchase and Consent Solicitation Statement dated February 20, 2008 and the accompanying Consent and Letter of Transmittal (together, the “Offer Documents”), copies of which may be obtained by contacting D.F. King & Co., Inc., the Information Agent for the tender offer and consent solicitation, at (212) 269-5550 (for banks and brokers only) or (888) 644-5854 (toll free). Questions regarding the tender offer and consent solicitation may be directed to the Dealer Manager and Solicitation Agent for the tender offer and consent solicitation: Houlihan, Lokey, Howard & Zukin Capital, Inc., which may be contacted at (212) 497-4100 (collect) or (800) 734-5256 (toll-free).

The tender offer and consent solicitation were being made only through and subject to the terms and conditions set forth in the Offer Documents. The tender offer and consent solicitation were being made solely by the Company’s Offer Documents.

About Phoenix Color Corp.

Phoenix Color Corp. (www.phoenixcolor.com) is a leading book component manufacturer in North America with headquarters in Hagerstown, Maryland. The company also manufactures heavily illustrated multicolor books at its book manufacturing facility in Rockaway, New Jersey.

Safe Harbor Statement

Certain statements in this press release may contain forward-looking statements concerning the tender offer and the consent solicitation. These statements are based on the Company’s current expectations and the Company can give no assurance that such expectations will prove to be correct. All forward-looking statements speak only as of the date of this press release and Phoenix Color Corp. and Visant Corporation each disclaims any obligation to update or revise any forward-looking statements, except as required by law.

Source: Phoenix Color Corp.

Contact: Paul Carousso

at (914) 595-8218