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): October 26, 2011
BERRY PLASTICS CORPORATION (Exact name of Registrant as specified in its charter) |
Delaware (State of Incorporation) | 033-75706-01 (Commission File Numbers) | 35-1814673 (I.R.S. Employer Identification No.) |
101 Oakley Street Evansville, Indiana (Address of principal executive offices) | (Zip Code) 47710 |
(812) 424-2904 (Registrant’s telephone number, including area code) |
N.A. (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)) |
Table of Additional Guarantors
| Exact Name | Jurisdiction of Organization | Primary Standard Industrial Classification Code Number | I.R.S. Employer Identification No. | Name, Address and Telephone Number of Principal Executive Offices |
| Aerocon, LLC | Delaware | 3089 | 35-1948748 | (a) |
| Berry Iowa, LLC | Delaware | 3089 | 42-1382173 | (a) |
| Berry Plastics Design, LLC | Delaware | 3089 | 62-1689708 | (a) |
| Berry Plastics Technical Services, Inc. | Delaware | 3089 | 57-1029638 | (a) |
| Berry Sterling Corporation | Delaware | 3089 | 54-1749681 | (a) |
| CPI Holding Corporation | Delaware | 3089 | 34-1820303 | (a) |
| Knight Plastics, LLC | Delaware | 3089 | 35-2056610 | (a) |
| Packerware, LLC | Delaware | 3089 | 48-0759852 | (a) |
| Pescor, Inc. | Delaware | 3089 | 74-3002028 | (a) |
| Poly-Seal, LLC | Delaware | 3089 | 52-0892112 | (a) |
| Venture Packaging, Inc. | Delaware | 3089 | 51-0368479 | (a) |
| Venture Packaging Midwest, Inc. | Delaware | 3089 | 34-1809003 | (a) |
| Berry Plastics Acquisition Corporation III | Delaware | 3089 | 37-1445502 | (a) |
| Berry Plastics Opco, Inc. | Delaware | 3089 | 30-0120989 | (a) |
| Berry Plastics Acquisition Corporation V | Delaware | 3089 | 36-4509933 | (a) |
| Berry Plastics Acquisition Corporation VIII | Delaware | 3089 | 32-0036809 | (a) |
| Berry Plastics Acquisition Corporation IX | Delaware | 3089 | 35-2184302 | (a) |
| Berry Plastics Acquisition Corporation X | Delaware | 3089 | 35-2184301 | (a) |
| Berry Plastics Acquisition Corporation XI | Delaware | 3089 | 35-2184300 | (a) |
| Berry Plastics Acquisition Corporation XII | Delaware | 3089 | 35-2184299 | (a) |
| Berry Plastics Acquisition Corporation XIII | Delaware | 3089 | 35-2184298 | (a) |
| Berry Plastics Acquisition Corporation XV, LLC | Delaware | 3089 | 35-2184293 | (a) |
| Kerr Group, LLC | Delaware | 3089 | 95-0898810 | (a) |
| Saffron Acquisition, LLC | Delaware | 3089 | 94-3293114 | (a) |
| Setco, LLC | Delaware | 3089 | 56-2374074 | (a) |
| Sun Coast Industries, LLC | Delaware | 3089 | 59-1952968 | (a) |
| Cardinal Packaging, Inc. | Ohio | 3089 | 34-1396561 | (a) |
| Covalence Specialty Adhesives LLC | Delaware | 2672 | 20-4104683 | (a) |
| Covalence Specialty Coatings LLC | Delaware | 2672 | 20-4104683 | (a) |
| Caplas LLC | Delaware | 3089 | 20-3888603 | (a) |
| Caplas Neptune, LLC | Delaware | 3089 | 20-5557864 | (a) |
| Captive Plastics Holdings, LLC | Delaware | 3089 | 20-1290475 | (a) |
| Captive Plastics, LLC | Delaware | 3089 | 22-1890735 | (a) |
| Grafco Industries Limited Partnership | Maryland | 3089 | 52-1729327 | (a) |
| Rollpak Corporation | Indiana | 3089 | 35-1582626 | (a) |
| Pliant, LLC | Delaware | 2673 | 43-2107725 | (a) |
| Pliant Corporation International | Utah | 2673 | 87-0473075 | (a) |
| Uniplast Holdings, LLC | Delaware | 2673 | 13-3999589 | (a) |
| Uniplast U.S., Inc. | Delaware | 2673 | 04-3199066 | (a) |
| Berry Plastics SP, Inc. | Virginia | 3089 | 52-1444795 | (a) |
| Berry Plastics Filmco, Inc. | Delaware | 3089 | 34-1848686 | (a) |
| BPRex Closure Systems, LLC | Delaware | 3089 | 27-4588544 | (a) |
| BPRex Closures, LLC | Delaware | 3089 | 27-4579074 | (a) |
| BPRex Delta, Inc. | Delaware | 3089 | 71-0725503 | (a) |
| BPRex Closures Kentucky, Inc. | Delaware | 3089 | 56-2209554 | (a) |
(a) 101 Oakley Street, Evansville, IN 47710
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers. |
Berry Plastics Corporation (the "Registrant") has received the resignation of Mr. Ira G. Boots as Director of Berry Plastics Group, Inc. (“Parent”), the parent company of Registrant, effective October 26, 2011. Mr. Boots will continue to serve in a consulting role for the Registrant in accordance with the terms of a letter agreement he entered into with Registrant, dated September 30, 2010, previously filed by Registrant on From 8-K on October 6, 2010.
On October 26, 2011, Mr. Evan Bayh was appointed as a director of Parent. In accordance with the Registrant's non-employee director compensation policy, Mr. Bayh will receive compensation of $12,500 per quarter plus $2,000 for each meeting attended and he will be reimbursed for out-of-pocket expenses incurred in connection with his duties as a director. In addition, Mr. Bayh will be granted a vested option to purchase 2,000 shares of common stock of Parent with an exercise price equal to the fair market value of such stock as the date of such grant.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed herewith.
| Exhibit No. | Description |
| 99.1 | Press Release dated October 27, 2011 |
| | |
| | |
SIGNATURE
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.
| | | BERRY PLASTICS CORPORATION |
| | | |
| | Date: October 28, 2011 | By: | /s/ Jeffrey D. Thompson | |
| | | Name: Jeffrey D. Thompson Title: Executive Vice President, General Counsel |
| | | |
EXHIBIT INDEX
The following exhibits are filed herewith.
| Exhibit No. | Description |
| 99.1 | Press Release dated October 27, 2011 |
| | |
