SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): September 13, 2004
Vermont Pure Holdings, Ltd.
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-31797 03-0366218
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
45 Krupp Drive, Williston, Vermont 05495
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (802) 860-1126
87 Holly Court, Williston, VT 05495
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(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 Exchange
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 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On September 13, 2004, Vermont Pure Holdings, Ltd. issued the press
release attached as Exhibit 99.1 to this Current Report on Form 8-K. The press
release includes the non-GAAP financial measure of EBITDA which represents
earnings before interest, income taxes, depreciation and amortization. EBITDA is
included because management believes it is a useful tool for investors to assess
the operating performance of the business in comparison to other businesses in
the industry. In addition, EBITDA is a measure used to calculate one of the
financial covenants for compliance with the Company's senior debt facility.
Management believes that the most directly comparable GAAP financial measure is
net income.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Number Title
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99.1 Press Release dated September 13, 2004
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 thereunto duly authorized.
Vermont Pure Holdings, Ltd.
By: /s/ Bruce S. MacDonald
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Bruce S. MacDonald
Chief Financial Officer
Date: September 13, 2004
EXHIBIT INDEX
Number Title
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99.1 Press Release dated September 13, 2004