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 13, 2006
AEARO COMPANY I
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 333-116676 13-3840456
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
5457 W. 79TH STREET
INDIANAPOLIS, INDIANA 46268
(Address of Principal Executive Offices) (Zip Code)
(317) 692-6666
(Registrant's Telephone Number, Including Area Code)
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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On March 13, 2006, Aearo Company I (the "Company") entered into a
supplemental indenture dated as of March 13, 2006 (the "Supplemental Indenture")
to the indenture dated as of April 7, 2004 (the "Indenture") relating to the
Company's outstanding 8 1/4% Senior Subordinated Notes due 2012 (the "Notes").
The Supplemental Indenture was entered into in connection with the Company's
previously announced tender offer and consent solicitation with respect to the
Notes, which commenced February 24, 2006.
The Supplemental Indenture amends the Indenture governing the Notes to,
among other things, eliminate substantially all of the restrictive covenants
contained in the Indenture and the Notes, as well as certain events of default
provisions and certain defeasance provisions. The amendment to the Indenture
will not become operative until a majority in aggregate principal amount of the
outstanding Notes have been validly tendered and accepted for purchase pursuant
to the terms of the tender offer and the consent solicitation.
The foregoing summary is qualified in its entirety by reference to the
Supplemental Indenture, a copy of which is attached hereto as Exhibit 4.3.
ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.
See description under Item 1.01, Entry into a Material Definitive
Agreement, above regarding the execution on March 13, 2006 of the Supplemental
Indenture relating to the Notes.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
4.3 Supplemental Indenture, dated as of March 13, 2006 among the Company, the
Guarantors thereto and J.P. Morgan Trust Company, National Association, relating
the Company's outstanding 8 1/4% Senior Subordinated Notes due 2012.
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.
Dated: March 13, 2006 AEARO COMPANY I
By:
/s/ Jeffrey S. Kulka
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Name: Jeffrey S. Kulka
Title: Senior Vice President, Chief Financial
Officer and Secretary