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

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 (Date of earliest event reported): ~~December 3~~January 14, ~~2007~~2008

THE WORNICK COMPANY ~~(Exact name of registrant as specified in its charter)~~

Delaware	333-119336	30-0225741
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation	File Number)	Identification No.)

(Exact name of registrant as specified in its charter)

4700 Creek Road, Cincinnati, Ohio	45242
Delaware	333-119336	30-0225741
(Address of principal executive offices)	(Zip Code)
(State or other jurisdiction of incorporation	(Commission File Number)	(IRS Employer Identification No.)

4701 Creek Road, Suite 200, Cincinnati, Ohio		42542
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (513) 794-9800

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o 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 15.0102. ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~The~~On ~~Wornick~~January 11, ~~Company and its subsidiaries (“Wornick”~~2008, or the ~~“Company”)~~executive ~~entered~~committee ~~into~~of athe ~~Fifth~~board ~~Amended~~of ~~Forbearance~~directors ~~Agreement dated as~~ of ~~December~~The 3,Wornick ~~2007~~Company (the “~~Fifth Amended DDJ Forbearance Agreement~~Company”) ~~with~~approved ~~DDJ Total~~the ~~Return~~appointment ~~Loan~~of ~~Fund,~~Dustin ~~L.P. (“Lender”)~~McDulin, inDirector ~~its~~of ~~capacity~~Finance ~~as lender under that~~of ~~certain~~the ~~Loan Agreement dated June 30~~Company, ~~2004 (~~as ~~amended,~~Treasurer ~~the “Loan Agreement”)~~ and ~~the~~Chief ~~other~~Financial ~~Loan~~Officer ~~Documents (as defined in the Loan Agreement). A copy~~ of the ~~Fifth~~Company, ~~Amended DDJ Forbearance Agreement is attached hereto as Exhibit~~effective ~~10.01~~January 14, ~~and all capitalized terms used herein to describe the Fifth Amended DDJ Forbearance Agreement and not otherwise defined shall have the meanings set forth in the Fifth Amended DDJ Forbearance Agreement~~2008.

~~Pursuant to the Fifth Amended DDJ Forbearance Agreement~~Mr. McDulin, ~~and subject to the terms and conditions thereof~~36, ~~Lender has agreed~~served toas ~~forbear~~Director ~~from~~of ~~the~~Finance ~~exercise~~ of ~~certain~~the ~~rights~~Company ~~and~~from ~~remedies~~June 2007 ~~that~~to ~~Lender would~~January 2008. ~~otherwise~~Prior ~~have~~to ~~under~~joining the ~~Loan Agreement~~Company, ~~the~~Mr. McDulin ~~other~~held ~~Loan~~senior ~~Documents~~management ~~and/or~~positions ~~applicable~~with ~~law~~numerous ~~that~~businesses ~~have~~involved ~~arisen, or may arise~~ in ~~the~~restructurings, ~~future due to (i) the~~reorganizations, ~~occurrence~~turnarounds and ~~continuance~~mergers ofand ~~the~~acquisitions. ~~Specified~~From ~~Defaults~~December 2005 ~~listed on Annex I~~ to ~~the Fifth~~June 2007, ~~Amended~~Mr. McDulin ~~DDJ~~served ~~Forbearance~~as ~~Agreement~~Assistant Controller and ~~(ii)~~Controller ~~any Event~~ of ~~Default~~Smart ~~resulting~~Papers ~~solely~~LLC. ~~from~~From ~~the~~June 2005 ~~Company’s failure~~ to ~~make~~December 2005, ~~the~~Mr. McDulin ~~scheduled~~worked ~~interest~~as ~~payment due~~a ~~under~~consultant ~~the~~for ~~Notes~~Smart onPapers ~~July~~LLC. ~~15,~~From ~~2007~~December 2003 ~~(excluding,~~to ~~however~~March 2005, ~~in each case, its right~~Mr. McDulin toserved ~~charge~~as ~~interest~~Vice onPresident ~~any~~of ~~Obligations~~Finance ~~during~~of ~~the~~Post ~~Forbearance~~Glover ~~Period~~Resistors, ata ~~the default~~subsidiary ~~interest rate specified in the Revolving Note and Term Note) to and~~of ~~until~~Halma, ~~the occurrence of a Termination Event~~p. ~~The~~l.c. ~~period~~From ~~during~~April 2003 ~~which the Fifth Amended DDJ Forbearance Agreement will be in effect is referred~~ to ~~as the “Forbearance Period”. Under the Fifth Amended DDJ Forbearance Agreement~~November 2003, ~~“Termination~~Mr. McDulin ~~Event”~~worked ~~is defined~~ as ~~the~~a ~~earlier~~consultant tofor ~~occur~~Fleming ofPackaging. ~~(i)~~From ~~the~~August 2002 ~~delivery by the Lender~~ to ~~the~~ ~~Company~~April 2003, ~~the counsel to the Noteholder Group (as defined in the Fifth Amended~~ ~~Noteholder~~Mr. McDulin ~~Forbearance~~was ~~Agreement)~~Corporate ~~and~~Controller ~~the~~for ~~Indenture~~Holley ~~Trustee~~Performance ~~(as~~Inc. ~~defined below)~~Mr. McDulin ofholds a ~~written~~BSBA ~~notice~~in ~~terminating~~Finance from the ~~Forbearance~~Ohio ~~Period,~~State ~~which~~University ~~notice~~and ~~may~~a ~~be delivered~~Masters ~~at any time upon or after the occurrence of any Forbearance Default~~in ~~and~~Business ~~(ii)~~Administration ~~January~~from 8,Xavier ~~2008~~University.

~~Simultaneously~~In connection with the appointment ~~execution~~ of ~~the~~Mr. McDulin ~~Fifth~~as ~~Amended DDJ Forbearance Agreement,~~ the Company’s Treasurer and ~~its~~Chief ~~subsidiaries entered into a~~Financial ~~separate~~Officer, ~~Fifth~~Mr. McDulin’s ~~Amended~~annual ~~and~~base ~~Restated~~salary ~~Forbearance~~has ~~Agreement~~been ~~effective~~increased asto of$175,000. ~~December~~Pursuant 3,to ~~2007 (~~the ~~“Fifth~~The ~~Amended~~Wornick ~~Noteholder~~Company ~~Forbearance~~2007 ~~Agreement”)~~Management ~~with~~Incentive ~~certain holders~~Plan, ~~(the~~Mr. McDulin ~~“Noteholders”)~~is also ofeligible ~~the~~to ~~Company’s~~earn ~~Notes~~up ~~collectively~~to ~~holding~~an ~~not less~~additional ~~than~~50% ~~$100~~of ~~million~~his inannual ~~aggregate~~base ~~principal~~salary ~~amount~~for achievement of ~~the~~certain ~~Notes~~Company ~~outstanding~~EBITDA targets, ~~and~~ ~~U.S.~~for ~~Bank~~the ~~National~~period ~~Association,~~from asJanuary 1 to ~~indenture~~December 31, ~~trustee~~2007. ~~(the “Indenture Trustee”)~~Mr. A McDulin ~~copy~~and of the ~~Fifth~~Company ~~Amended~~entered ~~Noteholder~~into ~~Forbearance Agreement~~an isemployment ~~attached~~agreement, ~~hereto~~dated as ~~Exhibit~~of ~~10.02~~June 25, ~~and~~2007, ~~all~~whereby ~~capitalized~~Mr. McDulin would ~~terms~~receive ~~used~~a ~~herein~~payment of up to ~~describe~~ ~~the~~75% ~~Fifth~~of ~~Amended~~his ~~Noteholder~~annual ~~Forbearance~~base ~~Agreement~~salary ~~and~~in ~~not~~the ~~otherwise~~event of ~~defined~~termination ~~shall~~of ~~have~~his ~~the~~employment ~~meanings~~at ~~set~~will ~~forth~~by in the ~~Fifth~~Company ~~Amended~~or ~~Noteholder~~by ~~Forbearance~~reason of his death ~~Agreement~~or disability.

~~Pursuant~~Item to the Fifth Amended Noteholder Forbearance Agreement, and subject to the terms and conditions thereof, the Noteholders have agreed to forbear from exercising, and to direct the Indenture Trustee not to exercise (which direction the Indenture Trustee has accepted), those of the rights and remedies available under the Indenture, the Intercreditor Agreement, the Collateral Agreements and/or applicable law that have or may have arisen, or may hereafter arise due to the occurrence and continuance of the Specified Existing Defaults listed on Schedule A to the Fifth Amended Noteholder Forbearance Agreement (excluding, however, the Noteholders’ right to charge default interest on the Notes (including on all unpaid interest on the Notes to the extent provided under the Indenture) during the Forbearance Period) to and until the occurrence of a Termination Event9. ~~The period during which the Fifth Amended Noteholder Forbearance Agreement will be in effect is referred to as the “Forbearance Period”~~01. ~~Under~~ ~~the~~Financial ~~Fifth~~Statements ~~Amended Noteholder Forbearance Agreement, “Termination Event” is defined as the earlier to occur of (i) January 10, 2008;~~ and (ii) subject to two exceptions noted therein, two business days after the delivery by the Noteholder Group to the Company and Lender of a written notice terminating the Forbearance Period, which notice may be delivered at any time upon or after the occurrence of any Forbearance Default (as defined in the Fifth Amended Noteholder Forbearance Agreement).Exhibits

2(d) Exhibits:

~~Item 9~~10.01. Employment Agreement, ~~Financial~~made ~~Statements~~and entered into as of June 25, 2007, by and ~~Exhibits.~~between The Wornick Company and Dustin McDulin

~~(d) Exhibits:~~10.02 2007 Management Incentive Plan entered into on November 13, 2007, by the Wornick Company and Dustin McDulin

10.01 Fifth Amended Forbearance Agreement dated as of December 3, 2007, by and among the Company, DDJ Total Return Loan Fund, L.P., Right Away Management Corporation, The Wornick Company Right Away Division, and The Wornick Company Away Division, L.P.2

10.02 Fifth Amended and Restated Forbearance Agreement effective as of December 3, 2007, by and among the Company, Right Away Management Corporation, The Wornick Company Right Away Division, The Wornick Company Away Division, L.P., U.S. Bank National Association and the other signatories thereto.SIGNATURES

3Pursuant 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.

SIGNATURES

	THE WORNICK COMPANY


	By:	/s/ Jon Geisler
		Name: Jon P. Geisler
		Title: Chief Executive Officer

Dated: January 18, 2008

~~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.~~3

THE WORNICK COMPANY By: /s/ Jon P. Geisler Name: Jon P. Geisler Title: Chief Executive Officer

Dated: December 3, 2007

Filing Compare · Wornick CO