
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report: July 27, 2009 (Date of earliest event reported)

Milacron Inc.
(Exact name of registrant as specified in its charter)

Delaware	001-08485	31-1062125
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

4165 Half Acre Road, Batavia, Ohio		45103
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (513) 536-2000

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 240.13a-4(c))

Form 8-K

Item 1.01

Entry into a Material Definitive Agreement

As previously reported, on May 3, 2009, Milacron Inc. (the “Company”) and certain of its subsidiaries (collectively, the “Debtors”) entered into a definitive Purchase Agreement (as amended, the “Purchase Agreement”) to sell substantially all of their assets to a company (the “Purchaser”) formed by affiliates of Avenue Capital Group, certain funds and/or accounts managed by DDJ Capital Management LLC and certain other entities that together hold approximately 93% of the Company’s 11½% Senior Secured Notes.

On July 27, 2009, the Debtors and the Purchaser entered into Amendment No. 3 to the Purchase Agreement (the “Amendment”). Among other things, the Amendment changed the Closing Date to August 7 or such later date as specified obligations and conditions of the parties are satisfied or waived. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report.

Item 8.01

Other Events

The Company is filing as exhibits to this Report recent amendments to its (i) $80 Million Senior Secured Superpriority Priming Debtor-In-Possession Credit Facility dated as of March 11, 2009 with Avenue Investments, L.P., and DDJ Capital Management, LLC (the “DIP Term Loan Agreement”), and (ii) $55 Million Senior Secured, Super Priority Debtor-In-Possession Credit Agreement dated as of March 11, 2009, with General Electric Capital Corporation (the “DIP Revolving Credit Agreement”, and together with the DIP Term Loan Agreement, the “Financing Agreements”). Copies of the Financing Agreements, and other amendments thereto, have been previously filed as exhibits to Current Reports on Form 8-K.

The Company does not consider these amendments to be material. It is filing them in order provide securityholders with access to complete versions of the Financing Agreements, as amended.

Item 9.01

Financial Statements and Exhibit

(d) Exhibits

Exhibit No.

Description

10.1

Amendment No. 3 to Purchase Agreement among Milacron Inc., certain of its subsidiaries and MI 363 BID LLC, dated as of July 27, 2009

10.2

Amendment No. 2 to Senior Secured Superpriority Priming Debtor-In-Possession Credit Agreement, dated July 17, 2009

10.3

Second Amendment to Senior Secured, Super-Priority Debtor-In-Possession Credit Agreement, dated July 22, 2009

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.



	Milacron Inc.


Date: July 31, 2009 By:	/s/ John C. Francy
	Name: John C. Francy
	Title: Vice President-Finance, Chief Financial Officer and Treasurer

MILACRON INC 8-K