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

~~January~~June 172, 2006 Date of Report (Date of earliest event reported)

PORTOLA PACKAGING, INC.

(Exact name of registrant as specified in its charter)


Delaware	033-95318	94-1582719

(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

951 Douglas Road Batavia, IL 60510 (Address of principal executive offices, including zip code)

(~~Address~~630)406-8440 (Registrant’s oftelephone ~~principal executive offices~~number, including ~~zip~~area code)

(630)406-8440

(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:

o Written communications pursuant to Rule 425 under the Securities Act o Soliciting material pursuant to Rule 14a-12 under the Exchange Act o Pre-Commencement communications pursuant to Rule 14d-2(b) under the Exchange Act o Pre-Commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act

o Pre-Commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

o Pre-Commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

TABLE OF CONTENTS

Item 21.0201 ~~RESULTS~~Entry OFinto ~~OPERATIONS~~Material ~~AND~~Definitive ~~FINANCIAL CONDITION~~Agreement

OnThe ~~January 16,~~Company ~~2006~~is ~~Portola~~a ~~Packaging~~defendant in a suit filed by Blackhawk Molding Co., Inc. ~~issued~~(“Blackhawk”) ~~its~~on August 28, ~~earnings~~2003 ~~release~~in ~~for~~the ~~its~~U.S. ~~first~~District ~~quarter of~~Court ~~fiscal~~for ~~2006~~the ~~ended~~Northern ~~November 30~~District of Illinois, ~~2005~~Eastern Division. Blackhawk ~~This~~alleges ~~information~~that ~~shall~~a ~~not~~“single bestick” ~~deemed~~label attached to bethe ~~filed~~Company’s ~~for~~five-gallon caps causes ~~purposes~~the ofCompany’s ~~Section 18~~caps ofto ~~the~~infringe ~~Securities~~a ~~Exchange~~patent ~~Act~~held ofby ~~1934,~~it asand ~~amended,~~is orseeking ~~otherwise~~damages. ~~subject~~The toCompany answered the ~~liabilities~~complaint ofdenying all allegations and asserting that ~~Section~~its product does not infringe the Blackhawk patent and that the patent was invalid. ~~The~~During ~~information~~the inCompany’s ~~this~~third ~~report~~fiscal ~~shall~~quarter ~~not~~ended May 31, be2006 ~~incorporated~~the byCourt issued a ruling that the Company’s product infringed Blackhawk’s patent and ~~reference~~struck ~~into~~the ~~any~~Company’s ~~filing~~defense of unenforceability of the ~~registrant~~patent, ~~whether~~but ~~made~~ruled ~~before~~that orthe ~~after~~Company’s defense alleging that Blackhawk’s patent was invalid would be tried. The Court also urged the parties ~~date~~to ofconsider ~~this~~settling ~~report,~~the suit. In May 2006 the parties agreed to settlement mediation. ~~regardless~~During ofthe ~~any~~course ~~general~~of ~~incorporation~~the ~~language~~settlement indiscussions the ~~filing~~parties exchanged information on damage claims which ranged from zero to over $70.0 million.

~~Item~~ Pursuant to the mediation, on May 931, 2006, the Company signed a settlement agreement with Blackhawk to settle the suit.01 ~~FINANCIAL~~The ~~STATEMENTS~~agreement ~~AND~~provides ~~EXHIBITS~~that the Company will pay Blackhawk $4.0 million by June 30, 2006 and $0.5 million per quarter for four quarters thereafter and $0.25 million per quarter for an additional four quarters. The Company has already switched to an alternative label for its customers, which is not covered by the Blackhawk patent. The agreement does allow the Company to use up any of its inventory of single stick labels. The agreement ends the significant legal expenses that the Company has been incurring in the past and would have continued to incur in the future for this litigation and eliminates the risks and uncertainties of the litigation. The Company has sufficient cash flow from operations and ample lines of credit to make these payments.

99.1 Press Release Dated January 16, 2006

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.

	Portola Packaging, Inc.
Dated: January 17, 2006	By: Kim Wehrenberg
Dated: June 2, 2006	By:	/s/ Kim Wehrenberg
	/s/ Kim Wehrenberg
		Kim Wehrenberg Vice President, General Counsel and Secretary
	Kim Wehrenberg General Counsel and Secretary

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