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): March 31, 2006
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:
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 7.01 Regulation FD Disclosure.
Item 8.01 Other Events.
On March 30, 2006, Standard & Poor’s Ratings Services (“S&P”) assigned its B- rating to the new senior notes due 2013 (the “notes”) to be issued by the Registrant’s parent corporation, Visant Holding Corp. (“VHC”). S&P also affirmed all other ratings for VHC and Registrant. Also, on March 30, 2006, Moody’s Investors Service (“Moody’s”) assigned a Caa2 rating to the notes. Moody’s changed Registrant’s outlook to negative from stable and affirmed all other ratings. The change to a negative outlook reflects, among other factors, Moody’s expectation that fiscal 2006 free cash flow will be reduced significantly by higher cash pay interest payments of approximately $31 million that will be incurred on the new notes, plus a material increase in cash taxes primarily due to the absence of net operating loss carryforwards that were available in 2005. Reference is made to the Moody’s and S&P announcements, each dated March 30, 2006, for a full explanation of the factors considered by each of Moody’s and S&P, respectively. A security rating is not a recommendation to buy, sell or hold securities and any rating may be revised or withdrawn at any time by the assigning rating organization. Each rating should be evaluated independently of any other rating.
The information contained in this Current Report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
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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: March 31, 2006 | /s/ Paul B. Carousso | |
| Paul B. Carousso | |
| Vice President, Finance | |
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