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) ~~August~~September 2830, 2009

TEKNI-PLEX, INC.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation)
333-28157	22-3286312
(Commission File Number)	(I.R.S. Employer Identification No.)

1150 First Ave., Suite 501, King of Prussia, Pennsylvania	19406
(Address of principal executive offices)	(Zip Code)

(484) 690-1520

(Registrant’s Telephone Number, Including Area Code)

NOT APPLICABLE

(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 (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)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~ITEM~~Item 51.0201. Entry ~~DEPARTURE~~into OFa ~~DIRECTORS~~Material ORDefinitive ~~CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS~~Agreement.

InOn ~~connection~~September ~~with~~30, ~~Mr. Edward~~2009, ~~Goldberg’s retirement as Chief Operating Officer of~~ Tekni-Plex, Inc., a Delaware Corporation (the “Company”), ~~effective~~the ~~August~~guarantors 31party thereto and HSBC Bank USA, ~~2009~~National Association, ~~which~~as ~~was~~trustee ~~disclosed~~(the in“Trustee”), entered into: (i) a ~~Form~~Second ~~8-K~~Supplemental ~~filed~~Indenture by(the “2012 Supplemental Indenture”) to the ~~Company~~Indenture ondated ~~August~~as of June 10, ~~2009~~2005, ~~the~~by ~~Company~~and ~~entered~~among ~~into~~the aCompany, ~~Separation~~each ~~Agreement~~of ~~with~~the guarantors ~~Mr. Goldberg~~party onthereto ~~August~~and 28the Trustee, ~~2009.~~pursuant ~~Pursuant~~ to which the ~~Separation Agreement~~10 7/8% Senior Secured Notes due 2012 were issued (as amended and supplemented, ~~for~~the “2012 Indenture”); and (ii) a ~~period~~Second ofSupplemental 26Indenture ~~weeks~~(the ~~beginning~~“2013 onSupplemental ~~September~~Indenture” 1and, ~~2009~~together with the 2012 Supplemental Indenture, ~~Mr. Goldberg~~the ~~will~~“Supplemental ~~continue~~Indentures”) to ~~receive~~the ~~his~~Indenture ~~base~~dated ~~salary~~as of November 21, 2003, by and among the Company, ~~right~~each toof ~~participate~~the inguarantors party thereto and the ~~Company’s~~Trustee, ~~group~~pursuant ~~health~~to ~~insurance~~which ~~plan~~the on8 ¾% Senior Secured Notes due 2013 were issued (as amended and supplemented, the ~~same~~“2013 ~~terms~~Indenture” and, ~~conditions~~together aswith hethe ~~participated~~2012 ~~immediately~~Indenture, ~~prior~~the to“Indentures”) ~~retirement.~~in ~~These~~order ~~payments~~to ~~and~~amend ~~benefits~~certain ~~are~~provisions ~~conditioned~~related ~~upon~~to Mrthe Collateral. ~~Goldberg~~ ~~executing~~All ~~and~~capitalized terms used herein but not ~~revoking~~defined ain ~~release~~this ofForm ~~claims~~8-K ~~against~~have the ~~Company~~meaning ~~and~~ascribed ~~its~~to ~~subsidiaries.~~them in the Indentures.

~~Mr. Goldberg~~The ~~will~~Supplemental ~~also~~Indentures bepermit ~~entitled~~the Company to ~~receive~~engage ain ~~bonus~~activities ~~payment~~in ~~with~~the ~~respect~~ordinary tocourse ~~performance~~of inbusiness ~~fiscal~~that ~~year~~require ~~2009~~release of the Collateral, ~~payable~~including atasset dispositions not prohibited under the ~~same~~Indentures ~~time~~and the Security Documents, without complying with TIA § 314(d) in accordance with the interpretation and guidance as ~~fiscal~~to ~~year~~the ~~2009~~meaning ~~bonuses~~thereof ~~are~~of ~~paid~~the Securities and Exchange Commission and its staff, including “no action” letters and exemptive orders. Prior to ~~then-current~~the ~~officers~~execution of the Supplemental Indentures, the Company was required to obtain the consent of the Collateral Agent for each release of the Collateral, including in the ordinary course of business. The ~~exact~~Supplemental ~~amount~~Indentures ~~will~~eliminate bethis ~~determined~~administrative byburden and instead permit the Company to conduct ordinary course activities with respect to Collateral not otherwise prohibited under this Indenture and the related Security Documents. The Company is required to deliver to the Collateral Agent, within 30 calendar days following the end of each six-month period beginning on February 15 and August 15 of any year, an Officers’ Certificate to the effect that all releases and withdrawals during the preceding six-month period pursuant to the Indentures in which no release or consent of the Collateral Agent or the Trustee was obtained in the ordinary course of ~~finalizing~~the Company’s or the ~~entire~~Guarantors’ ~~fiscal~~business ~~year~~were ~~2009~~not ~~bonus~~prohibited ~~program~~by the Indentures.

~~During~~Except ~~the~~as ~~12-month~~described ~~period following his retirement date~~above, ~~Mr. Goldberg is subject to covenants not to compete with~~ the ~~Company~~material orterms ~~its subsidiaries and not to solicit any employees, clients or customers~~ of the ~~Company~~Indentures orare ~~its~~substantially ~~subsidiaries~~unchanged. ~~He is also subject to ongoing covenants not to disclose confidential information of the Company or its subsidiaries and not to disparage the Company, its subsidiaries or affiliates.~~

~~The~~Copies ~~Company~~of ~~also entered into a Consulting Agreement with Mr. Goldberg on September 1, 2009 pursuant to which he will provide consulting services to~~ the ~~Company~~Supplemental ~~for~~Indentures aare ~~period~~attached ofhereto ~~six~~as ~~months~~Exhibits ~~beginning on September 1, 2009 unless terminated earlier upon 60 days written notice by either party~~4. ~~The Company will pay Mr. Goldberg $~~1~~,500~~ ~~per~~and ~~work day, with the minimum monthly payment equal to $12,000~~4.2 ~~If the~~and ~~Company~~are ~~terminates~~incorporated ~~the~~by ~~Consulting~~reference ~~Agreement prior to the end of the six month term, it will pay Mr~~herein. ~~Goldberg an amount equal to $72,000 less any amounts previously paid under the Consulting Agreement.~~

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
4.1	The Second Supplemental Indenture, dated as of September 30, 2009, by and among the Tekni-Plex, Inc., the guarantors party thereto and HSBC Bank USA, National Association, as trustee, supplementing the Indenture, dated as of June 10, 2005, pursuant to which the 10 ⁷/8% Senior Secured Notes due 2012 were issued.
4.2	The Second Supplemental Indenture, dated as of September 30, 2009, by and among the Tekni-Plex, Inc., the guarantors party thereto and HSBC Bank USA, National Association, as trustee, supplementing the Indenture, dated as of November 21, 2003, pursuant to which the 8 ¾% Senior Secured Notes due 2013 were issued.

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.

TEKNI-PLEX, INC.

By:

/s/ Paul J. Young

Name: Paul J. Young

Title: Chief Executive Officer

Dated: ~~September~~October 35, 2009

EXHIBIT INDEX

Exhibit No.	Description
4.1	The Second Supplemental Indenture, dated as of September 30, 2009, by and among the Tekni-Plex, Inc., the guarantors party thereto and HSBC Bank USA, National Association, as trustee, supplementing the Indenture, dated as of June 10, 2005, pursuant to which the 10 ⁷/8% Senior Secured Notes due 2012 were issued.
4.2	The Second Supplemental Indenture, dated as of September 30, 2009, by and among the Tekni-Plex, Inc., the guarantors party thereto and HSBC Bank USA, National Association, as trustee, supplementing the Indenture, dated as of November 21, 2003, pursuant to which the 8 ¾% Senior Secured Notes due 2013 were issued.

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