8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) of the

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 1, 2009 (October 1, 2009)

CPG INTERNATIONAL INC.

(Exact name of registrant as specified in charter)

Delaware	333-134089	20-2779385
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

801 Corey Street, Scranton, PA	18505
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (570) 558-8000

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 (see General Instruction A.2. below):

|_| 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 7.01. Regulation FD Disclosure

On October 1, 2009, CPG International, Inc. (the “Company”) will hold a presentation as part of the Deutsche Bank Seventeenth Annual Leveraged Finance Conference in Scottsdale, Arizona, hosted by Deutsche Bank. Scott Harrison, Executive Vice President and Chief Financial Officer will host the Company’s presentation at 3:30 PM Pacific/ 6:30 PM Eastern, on Thursday, October 1, 2009. A copy of the Company’s slide presentation for use in conjunction with this presentation is furnished as Exhibit 99.1 hereto and incorporated by reference herein. The presentation will provide participants with an overview of the Company’s operations, strategic plans and outlook.

In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”), or otherwise subject to the liability of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit	Description
99.1	Slide presentation dated October 1, 2009.

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.

CPG International Inc.
By:	/s/ Scott Harrison
	Executive Vice President and Chief Financial Officer

Dated: October 1, 2009

EXHIBIT INDEX

Exhibit No.	Description
99.1	Slide presentation dated October 1, 2009.

Certain statements made in this Form 8-K, other SEC filings or written materials or orally made by the Company or its representatives may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  Statements made in this Form 8-K that relate to future events or the Company’s expectations, projections, estimates, intentions, goals, targets and strategies are forward looking statements. You are cautioned that all forward-looking statements are based upon current expectations and estimates and the Company assumes no obligation to update this information. Because actual results may differ materially from those expressed or implied by the forward-looking statements, the Company cautions you not to place undue reliance on these statements. For a detailed discussion of the important factors that affect the Company and that could cause actual results to differ from those expressed or implied by the Company’s forward-looking statements, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s current and future Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q.

EX-99

Deutsche Bank Seventeenth Annual
Leveraged Finance Conference

October 1^st, 2009

Safe Harbor Statement and Use of Non-GAAP and Pro Forma Information

FORWARD LOOKING STATEMENTS

This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  Statements made in
this presentation that relate to future events or the Company’s expectations, guidance, projections, estimates, intentions, goals, targets and strategies
are forward looking statements.  You are cautioned that all forward-looking statements are based upon current expectations and estimates and the
Company assumes no obligation to update this information.  Because actual results may differ materially from those expressed or implied by the
forward-looking statements, the Company cautions you not to place undue reliance on these statements.  For a detailed discussion of the important
factors that affect the Company and that could cause actual results to differ from those expressed or implied by the Company’s forward-looking
statements, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” in the Company’s
current and future Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q.

ADJUSTED EBITDA STATEMENT

We refer to the term “Adjusted EBITDA” in various places throughout this presentation.  Adjusted EBITDA, or earnings (adjusted as described below)
before interest, taxes, depreciation and amortization calculated on a pro forma basis as provided herein, is a material component of the significant
covenants contained in our credit agreements and the indenture governing the notes and accordingly, is important to the Company’s liquidity and ability
to borrow under its debt instruments.  Adjusted EBITDA is calculated similarly under both the credit agreements and the indenture by adding
consolidated net income, income taxes, interest expense, depreciation and amortization and other non-cash expenses, income or loss attributable to
discontinued operations and amounts payable pursuant to the management agreement with AEA Investors.  In addition, consolidated net income is
adjusted to exclude certain items, including non-recurring charges with respect to the closing of the acquisition of Compos-A-Tron Manufacturing, (the
“Composatron Acquisition”), the closing of the acquisition of Procell Decking Systems (the “Procell Acquisition”) and the related financing transactions,
as well as certain other nonrecurring or unusual charges.  Please see the Company’s December 31, 2008 10-K, which contains a detailed description of
our covenants and a thorough description of our use of Adjusted EBITDA, and the use of Adjusted EBITDA in connection with certain calculations under
the covenants, under our credit agreements and indenture.

While the determination of appropriate adjustments in the calculation of Adjusted EBITDA is subject to interpretation under our debt agreements,
management believes the adjustments are in accordance with the covenants in our credit agreements and indenture, as discussed above.  Adjusted
EBITDA should not be considered in isolation or construed as an alternative to our net income or other measures as determined in accordance with
GAAP.  In addition, other companies in our industry or across different industries may calculate Adjusted EBITDA differently than we do, limiting its
usefulness as a comparative measure.  In future SEC filings, we may be required to change our presentation of Adjusted EBITDA in order to comply
with the SEC’s rules regarding the use of non-GAAP financial measures.  In addition, you are cautioned not to place undue reliance on Adjusted
EBITDA.  For a reconciliation of Adjusted EBITDA to net income, please see the Appendix to this presentation.

2

CPG Overview

CPG International Overview

Founded in 1983

Headquarters in Scranton, PA

TTM PF Revenue: $280mm

TTM PF Adjusted EBITDA: $53mm

EBITDA margin: 19%

Net Debt/EBITDA of 5.3x (6/09)

$65 million credit facility

$25 million term loan

$128 million Senior FRN

$150 million Senior Notes

Acquired by AEA Investors in 2005

3

Investment Thesis

CPG Overview

Excellent Financial

Performance

Market Leading

Brands

Products with Superior

Value Proposition

Large and Growing

Distribution Network

Diversified End Markets

Large Addressable

Markets Early in

Conversion Cycle

Favorable Long-term

Demographics

Leading Innovation

and Manufacturing

Excellence

4

Leading Brands of High Performance Building Products

Vycom Industrial

PVC/HDPE Sheet

Revenue¹: $50 Million

Residential

Trim/Moulding

Deck/Porch

Railing Systems

Revenue¹: $181 Million

Commercial

Bathroom Partition/Lockers

Revenue¹: $75 Million

1. 2008 Revenue adjusted for anticipated changes to segment reporting

CPG Overview

5

AZEK Building Products

#1 Brand of Trim

#1 Brand of PVC Deck

Leading Railing Systems

CPG Overview

6

Scranton Products Commercial

#1 Plastic Partition

Leading Plastic Lockers

CPG Overview

7

Vycom Industrial

CPG Overview

8

ConsumersLow maintenanceStain resistant, easy to clean

Life cycle cost Scratch resistant (deck board)

Aesthetics No rotting (deck/trim/moulding)

No rusting (partitions & lockers)

Contractors &No call backs100% usable product (no

Installers Reduced installation timeknots/splits), 15% scrap reduction,
Workabilitybetter product, fewer after sales issues than other products,

heat forming (trim)

Builders & Architects Value to customersICC Code listing, AIA accreditation

Dealers &Dependable marginsDesired brand, ability to supply

DistributorsStability of pricingLead generation

Rapid growth

CPG Overview

Products with Superior Value Proposition

Party   Value PropositionExample

9

Products with Superior Value Proposition

CPG Overview

10

Large Addressable Markets

13%

CPG Overview

Exterior Trim

Estimated to be $ 1.5 billion market

Wood primary material

PVC trim in existence for approximately 10 years

______________________________________________________________________________________________________________

Source:  Management estimates

Deck & Railing Market

Deck and railing market estimated to be $3.5 billion market for 2008

Wood Plastic Composite market represents approximately 20% of
market

PVC Decking recently introduced category

11

Conversion to Synthetic Materials

Windows

Introduction

Growth

Maturity

Decline

Fiber Cement

Siding

Wood

Windows

Plywood

Lumber

Vinyl

Timeline

OSB

Wood

Windows

Plywood

AZEK

Trim

Lumber

Vinyl

Siding

AZEK

Deck

CPG Overview

Composite

Decking

Laminated

Shingles

Plastic

Partitions

Plastic

Lockers

______________________________________________________________________________________________________________

Source:  Management estimates

12

Long Term Investment in Housing

Year of Construction of Housing Stock

The Median age of existing housing stock in 2008 was over 30 years

______________________________________________________________________________________________________________

Source:  The Freedonia Group, Inc. U.S Census, Monthly Outlook, September 09 - Wells Fargo U.S Economic Forecast

SAAR Total Housing Starts Outlook

Starts in 000’s

CPG Overview

13

Diverse End Markets

CPG Overview

Diverse End Markets*

*   YTD 6/30/09

43%

20%

25%

12%

14

Continual Product Development & Innovation

CPG Overview

15

Improved Marketing Tools for Customer Experience

CPG Overview

16

Improved Marketing Tools for Customer Experience

CPG Overview

17

Improved Marketing Tools for Customer Experience

CPG Overview

18

Improved Marketing Tools for Customer Experience
Scranton Products Commercial

CPG Overview

19

A Long History of Growth and Profitability

CPG Overview

($ in millions)

* Adjusted EBITDA per credit agreement

** Announced in Feb,2008

AZEK Launched

Santana Acquired

Comtec Launched

Procell Acquired

Mouldings Launched

AZEK Canada

AZEK West

Retail Channel

Net Sales and EBITDA*

Composatron Acquisition**

E

20

Performance in a Difficult Market

CPG Overview

Capital Expenditures

Net Debt/EBITDA

($ in millions)

$8.0-$13.0

TTM Rev & EBITDA

($ in millions)

Adjusted Working Capital *

($ in millions)

Excludes Cash, Deferred Income Tax, Line of Credit and Accrued Interest

21

Questions?

Commercial

Vycom Industrial

Residential

CPG Overview

22

Net Income to Adjusted EBITDA Reconciliation

Appendix

_____________________

(1) Represents the pro forma effect from Procell Decking and Composatron as if the Procell Acquisition and the Composatron
Acquisition took place on January 1, 2007, as defined by our credit agreement.

Add:

Less:

Six

Six

Months

Months

Twelve Months

Year Ended

Ended

Ended

Ended

(Dollars in thousands)

December 31,

June

3

0

,

June

3

0

,

,

30,

June

3

0

,

200

8

200

9

200

8

200

9

Net

(loss) income

$

(

4

8

,

35

4

)

$

(

6

,

96

3

)

$

(81

1

)

$

(

5

4

,

50

6

)

Interest expense, net

3

4

,9

05

16

,

086

18

,

0

79

3

2

,

9

12

Income tax

(benefit)

expense

(7

,0

95

)

(

27

4

)

    (

5

63

)

(

6

,

806

)

Depreciation and amortiz

ation

2

1,

49

1

10

,

66

5

9

,

9

8

9

2

2

,

1

6

7

EBITDA

947

19

,

5

1

4

26

,

694

(

6

,

23

3

)

Impairment of goodwill and other intangibles

40,000

14

,

4

0

8

—

54

,

4

0

8

SFAS 141 inventory adjustment

1,505

—

—

1,505

Relocation and hiring costs

802

73

3

10

5

6

5

Composatron non

-

recurring charges

606

—

                     1

50

45

6

Management fee

and expenses

1,855

8

9

1

                  1

,068

1,

6

7

8

Severance costs

171

337

                     1

25

383

Settlement charges

26

—

                       26

—

Non

-

cash compensation charge

118

3

5

5

9

94

Sale of fixed assets

—

126

—

126

Registration expenses

related to Notes

30

9

111

192

228

Adjusted EBITDA

$

46,339

$

3

5

,

4

9

5

$

    28,624

$

5

3

,

21

0

23