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UNITED STATES
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): January 23, 2006
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
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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))
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ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On January 23, 2006, 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
(d) Exhibits
Number Title
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99.1 Press Release dated January 23, 2006
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: January 23, 2006
EXHIBIT INDEX
Number Title
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99.1 Press Release dated January 23, 2006