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 (Date of earliest event reported): ~~March~~April 3015, 2011

DA-LITE SCREEN COMPANY, INC.

(Exact name of registrant as specified in its charter)

Indiana	333-116673	35-1013951
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
3100 North Detroit Street, P.O. Box 137 Warsaw, IN		46581
(Address of principal executive offices)		(Zip Code)

3100 North Detroit Street, P.O. Box 137 Warsaw, IN		46581
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (574) 267-8101

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)

¨	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))

Item 1.01. Entry Into a Material Definitive Agreement .

OnAs previously disclosed, on March 30, 2011, ~~the~~ Da-Lite Screen Company, Inc., ~~an Indiana corporation~~ (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Milestone Holding Corporation (“Buyer”), aDLI ~~Delaware~~Acquisition ~~corporation~~Corporation (“Newco”), Milestone AV Technologies LLC, ~~a Delaware limited liability company (“Milestone”), DLI Acquisition Corporation, an Indiana corporation~~ and ~~a wholly owned subsidiary of Buyer (“Newco”),~~ DL Shareholder Representative, LLC, ~~a Texas limited liability company,~~ as Shareholders Representative. ~~Milestone is a party to the Merger Agreement solely for purposes of guaranteeing certain obligations of Buyer and Newco.~~

Pursuant to the Merger Agreement, ~~and~~on ~~subject to the satisfaction or waiver of certain closing conditions~~April 15, ~~Newco will merge with and into the Company~~2011, ~~with~~ the Company ~~surviving~~and ~~as a wholly owned subsidiary of~~ Buyer ~~(the~~entered ~~“Merger”).~~into Ata ~~the~~Noncompetition ~~effective time of the Merger, each issued~~ and ~~outstanding~~Nonsolicitation ~~share~~Agreement ~~of common stock~~(each, ~~par~~a ~~value $0.001 per share, of the Company (~~“~~Company~~Non-Competition ~~Common Stock~~Agreement”) ~~(other~~with ~~than~~each ~~shares~~ of ~~Company~~Richard ~~Common~~E. ~~Stock~~Lundin, ~~held~~Judith inD. ~~treasury~~Loughran, ofJerry ~~the~~C. ~~Company~~Young, ~~and~~James ~~Appraisal~~M. ~~Shares~~Hoak, ~~(as~~Nancy ~~defined~~J. ~~in the Merger Agreement)) into the right to receive an amount set forth under the Merger Agreement (the “Merger Consideration”) or~~Hoak, ~~potentially,~~James ~~a restructured transaction~~S. ~~The~~Cownie, ~~Merger~~Wayne ~~Consideration~~Kern, isDavid ~~based on a purchase price of $202~~J.5 ~~million~~Lundquist ~~less indebtedness,~~ and asDavid ~~adjusted~~N. ~~for~~Walthall ~~working capital~~(collectively, ~~net cash~~the ~~and certain other items~~“Non-Competition Shareholders”).

~~Completion~~Each ofNon-Competition Agreement provides that the ~~Merger~~applicable isNon-Competition ~~subject~~Shareholder tomay ~~certain~~not, ~~closing~~whether ~~conditions~~as an owner, shareholder, ~~including~~member, partner, investor, consultant, agent, director, manager, officer, employee, co-venturer or otherwise, provide services to, own an equity interest in (other than a passive interest of not more than 2% of the ~~approval~~outstanding equity of any corporation or other entity) or control, directly or indirectly, any corporation or other entity that engages in the Business (as defined in the Non-Competition Agreement) of any Milestone Company’s (as defined in the Non-Competition Agreement) in ~~shareholders~~certain jurisdictions during the five year period after the Closing Date (as defined below). Each Non-Competition Agreement also contains certain restrictions on the ability of the applicable Non-Competition Shareholder to solicit employees or business contacts of any Milestone Company as well as non-disparagement and confidentiality provisions.

The ~~Board~~foregoing ofsummary ~~Directors~~ of the Non-Competition ~~Company~~Agreements ~~has~~does ~~unanimously~~not ~~approved~~purport ~~the~~to ~~Merger~~be ~~Agreement.~~complete Inand ~~addition,~~is ~~concurrently~~subject ~~with~~to, ~~the execution~~and ofqualified ~~the~~in ~~Merger~~its ~~Agreement~~entirety by, ~~certain shareholders of~~ the ~~Company~~full ~~entered~~text ~~into~~of asuch ~~Voting Agreement (“Voting Agreement”) with Buyer~~agreements, ~~pursuant~~the toform ~~which such shareholders agreed to vote certain shares beneficially owned by them in favor~~ of ~~the Merger,~~ which ~~shares~~is ~~represented~~filed ~~approximately~~herewith ~~88%~~as ofExhibit 10.1 ~~the~~and ~~Company’s~~incorporated ~~outstanding~~herein ~~common~~by ~~stock as of March 30, 2011~~reference.

~~Prior~~Item ~~to the~~2.01. ~~entry~~Completion of ~~the~~Acquisition ~~Merger~~or ~~Agreement,~~Disposition ~~the~~of Company and shareholders thereof adopted an amendment to the Amended and Restated Shareholders Agreement dated May 18, 2010 (“Amendment”), which facilitates transactions contemplated by the Merger AgreementAssets.

~~The~~Pursuant ~~foregoing~~to ~~summaries of~~ the Merger Agreement, ~~the~~on ~~Voting Agreement and the Amendment~~April 15, ~~and~~2011 (the ~~transactions~~“Closing ~~contemplated thereby~~Date”), doNewco ~~not~~was ~~purport~~merged towith ~~be complete~~ and ~~are~~into ~~subject~~the ~~to,~~Company ~~and qualified in their entirety by,~~ (the ~~full text of such agreements~~“Merger”), ~~which~~with ~~are~~the ~~filed~~Company ~~herewith~~surviving asthe ~~Exhibits 2.1,~~Merger ~~99.1,~~and becoming ~~99.2,~~a ~~respectively,~~wholly ~~and~~owned ~~incorporated~~subsidiary ~~herein~~of ~~by reference~~Buyer. ~~The~~Pursuant ~~Merger Agreement has been included~~ to ~~provide~~the ~~investors with information regarding its~~ terms. Itof ~~contains~~the ~~certain~~Merger ~~representations~~Agreement, ~~warranties~~at ~~and covenants of~~ the ~~Company,~~effective ~~which~~time ~~were made for purposes~~ of the Merger, ~~Agreement~~each issued and ~~are~~outstanding ~~subject~~share ~~to qualifications~~of ~~and~~common ~~limitations~~stock, ~~agreed~~par tovalue ~~by the parties~~$0.001 Inper ~~addition~~share, ~~certain~~of ~~representations~~the ~~and~~Company ~~warranties~~(“Company ~~were~~Common Stock”) ~~made~~(other asthan shares of aCompany ~~specific~~Common ~~date,~~Stock ~~may~~held bein ~~subject~~treasury ~~to a contractual standard~~ of ~~materiality~~the ~~different~~Company ~~from~~and ~~what~~Appraisal ~~might~~Shares ~~be viewed~~ (as ~~material~~defined ~~to investors,~~in orthe ~~may~~Merger ~~have~~Agreement)) ~~been~~was ~~used~~converted ~~for~~into ~~purposes~~the ofright ~~allocating~~to ~~risk~~receive ~~between~~an ~~the~~amount ~~respective~~set ~~parties~~forth ~~rather~~under ~~than~~the ~~establishing~~Merger ~~matters~~Agreement as(the “Merger ~~facts~~Consideration”). ~~Accordingly,~~The ~~investors~~Merger ~~should~~Consideration ~~not~~is ~~rely~~based on ~~the~~a ~~representations,~~purchase ~~warranties~~price orof ~~covenants~~$202.5 inmillion ~~the~~less ~~Merger~~indebtedness, ~~Agreement~~ and as ~~characterizations~~adjusted offor ~~the~~working ~~actual~~capital, ~~state~~net ofcash ~~facts~~and ~~about~~certain ~~the~~other ~~Company~~items.

IfThe ~~completed,~~foregoing ~~the~~description ~~Merger will constitute a Change~~ of ~~Control~~ ~~(as that term is defined in~~ the ~~Indenture~~Merger ~~(the~~and ~~“Indenture”) relating to its 12 1/2% Senior Notes due 2015 (~~the ~~“Senior~~Merger ~~Notes”)),~~Agreement ~~which~~does innot ~~turn~~purport ~~will require the Company~~ to ~~offer~~be tocomplete ~~repurchase~~and ~~all~~is ofsubject ~~the then-outstanding Senior Notes at an offer price in cash equal~~ to ~~101% of their principal amount~~, ~~plus accrued~~ and ~~unpaid~~qualified ~~interest~~in ~~thereon.~~its Inentirety ~~addition~~by, the full ~~Company~~text ~~has~~of ~~been informed by Buyer that if~~ the Merger isAgreement, ~~completed~~which ~~Buyer~~was ~~currently~~attached ~~intends~~as toExhibit ~~(but~~2.1 ~~has no commitment~~ to) ~~make~~the anCompany’s ~~equity~~Current ~~investment~~Report inon ~~the~~Form ~~Company post~~8-~~Merger~~K ~~and~~filed ~~use~~with the ~~proceeds~~Securities ~~thereof~~and toExchange ~~redeem~~Commission ~~the~~on ~~maximum~~March 30, ~~amount~~2010 ofand ~~Senior Notes it~~ is ~~permitted~~incorporated toherein ~~redeem~~by ~~under Section 3~~reference.~~07(b)~~ ~~of the~~

~~Indenture~~The (iMerger Agreement has been incorporated herein by reference to provide investors with information regarding its terms.e. It contains certain representations, atwarranties ~~least~~and ~~65%~~covenants of the ~~original~~Company, ~~$105~~which ~~million~~were ~~principal~~made ~~amount~~for purposes of the ~~Senior~~Merger ~~Notes~~Agreement isand ~~required~~are subject to ~~remain~~qualifications ~~outstanding~~and ~~after~~limitations agreed to by the ~~redemption)~~parties. atIn anaddition, ~~offer~~certain ~~price~~representations inand ~~cash~~warranties ~~equal~~were tomade ~~112.5%~~as of ~~the~~a ~~principal~~specific ~~amount~~date, may be subject to a contractual standard of ~~Senior~~materiality ~~Notes~~different ~~being~~from ~~redeemed~~what might be viewed as material to investors, ~~together~~or ~~with~~may ~~accrued~~have ~~and~~been ~~unpaid~~used ~~interest~~for ~~thereon~~purposes of allocating risk between the respective parties rather than establishing matters as facts. Accordingly, investors should not rely on the representations, warranties or covenants in the Merger Agreement as characterizations of the actual state of facts about the Company.

~~Pursuant~~Item ~~to Sections 4~~2.~~20 and 3~~04.08 ofTriggering ~~the~~Events ~~Indenture,~~That ~~the~~Accelerate ~~Company~~or ~~will~~Increase ~~shortly be commencing~~ a ~~Free~~Direct ~~Cash~~Financial ~~Flow~~Obligation ~~Offer~~or toan ~~purchase~~Obligation upunder ~~to $5.72 million principal amount of the Senior Notes at~~ an ~~offer~~Off-Balance ~~price~~Sheet ~~in cash equal to 103% of principal amount of Senior Notes being repurchased~~Arrangement. ~~The amount of Senior Notes the Company is required to offer to purchase is based on the product of 37.5% and the Company’s Free Cash Flow (as defined in the Indenture) for 2010.~~

~~Item~~The consummation of the Merger triggered a Change in Control under the terms of the Indenture (the “Indenture”) governing the Company’s 12 1/2% Senior Notes due 2015 (the “Senior Notes”). As a result, the Company is required pursuant to Section 54.~~02.~~14 ~~Compensatory~~of ~~Arrangements~~the Indenture, on or before May 15, 2011, to make a change of ~~Certain~~control ~~Officers~~offer to purchase any and all of the Senior Notes on the terms set forth in the Indenture (the “Change of Control Offer”) at a purchase price equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest to the date of purchase.

OnItem ~~March 29, 2011, the Company entered into amendments to employment agreements with Mr~~5. ~~Richard E~~01. ~~Lundin,~~Change the Company’s Chairman, President and Chief Executive Officer, and Ms. Judith D. Loughran, the Company’s Executive Vice President, which became effective upon the consummation of the Merger. The amendments provide that, upon closing of the Merger (the “Closing”), (1) the employment terms specified in ~~their~~Control ~~agreements shall be for one year following the Closing, (2) Mr. Lundin and Ms. Loughran will receive lump sum payments~~ of ~~$750,000 and $300,000, respectively, (3) in~~ the ~~case of Mr~~Registrant. Lundin, his salary remain at $450,000, and (4) each of them will agree that, if their employment is not extended after the first anniversary of the Closing for an additional year, then they will be available to the Company for general business consulting with compensation for such consulting services at a reasonable rate, as determined by mutual agreement. Pursuant to the existing terms of the Company’s existing employment agreements with Ms. Loughran and Mr. Jerry C. Young, the Vice President—Finance and Chief Financial Officer, the annual salary for each of them will become $300,000. Mr. Young is also a holder of options for 35,000 of the Company’s common shares and, therefore, will receive the cash payment for the surrender of his options as described under Section 5.06 of the Merger Agreement. Copies of these amendments are included as Exhibits 10.1 and 10.2 hereto and incorporated by reference herein.

The information required by Item 85.01 is contained in Item 2.01 ~~Other~~and ~~Matters~~is incorporated herein by reference.

~~On March 30,~~Item ~~2011,~~5.02. ~~the~~Departure ~~Company~~of ~~and~~Directors ~~Milestone~~or ~~issued~~Certain aOfficers; ~~joint~~Election ~~press~~of ~~release~~Directors; ~~announcing~~Appointment ~~the~~of ~~entry~~Certain ~~into~~Officers; ~~the~~Compensatory ~~Merger~~Arrangements ~~Agreement. A copy~~ of ~~the~~Certain ~~press release is included as Exhibit 99~~Officers.3.

On April 15, 2011, all of the members of the Company’s board of directors (Richard E. Lundin, James M. Hoak, James S. Cownie, Wayne Kern, David J. Lundquist and David N. Walthall) resigned and were replaced by Robert L. Fealy, Michael E. Flannery, Scott Gill and Richard Lundin.

Additionally, in connection with the Merger, all of the officers of the Company were replaced by the officers of Newco. However, immediately prior to the effective time of the Merger, Newco’s board of directors appointed the Company’s pre-Merger slate of executive officers to be officers of Newco, who then became officers of the Company as a result of the Merger. Thus the executive officers of the Company immediately prior to the Merger will continue as executive officers of the Company, with the same titles and responsibilities, after the effective time of the Merger.

Item 5.07.

Submission of Matters to a Vote of Security Holders.

On April 11, 2011, a special meeting of the shareholders of the Company (the “Special Meeting”) was convened, adjourned and reconvened on April 15, 2011. The shareholders of the Company voted to adopt the Merger Agreement. The tabulation with respect to the adoption of the Merger Agreement is set forth below:


For	Against	Abstain

5,358,815	0	0

In connection with the Special Meeting, the Company also solicited proxies with respect to a proposal (“Adjournment Proposal”) to adjourn the Special Meeting to April 15, 2011 at 10:00 a.m. local time, if necessary or appropriate, to solicit additional proxies or the taking of any other actions in connection with the Merger Agreement. The shareholders of the Company voted to approve the Adjournment Proposal. The tabulation with respect to the Adjournment Proposal is set forth below:


For	Against	Abstain

5,358,815	0	0

Item 8.01.

Other Events.

On April 15, the Company and Milestone issued a joint press release announcing the completion of the Merger. A copy of the press release is included as Exhibit 99.1.

Item 9.01.

Financial Statements and Exhibits.

Exhibit No.		Description
Exhibit 2.1		Agreement and Plan of Merger by and among the Da-Lite Screen Company, Inc., Milestone Holding Corporation, Milestone AV Technologies LLC, DLI Acquisition Corporation and DL Shareholder Representative, LLC, as Shareholders Representative, dated March 30, 2011.*
Exhibit 10.1		Form of Noncompetition and Nonsolicitation Agreement
Exhibit 10.1		Amendment to Employment Agreement between the Da-Lite Screen Company, Inc and Richard Lundin.
Exhibit 99.1		Press Release
Exhibit 10.2		Amendment to Employment Agreement between the Da-Lite Screen Company, Inc and Judith Loughran.

Exhibit 99.1		Amendment to the Amended and Restated Shareholders Agreement of the Company dated as of May 18, 2010.
Exhibit 99.2		Voting Agreement by and among Milestone Holding Corporation and the shareholders signatories thereto, dated as of March 30, 2011.
Exhibit 99.3		Press release.

* Pursuant to Regulation S-K Item 601(b)(2), the exhibits and schedules have been omitted. The Company agrees to furnish supplementally a copy of any of such materials to the Securities and Exchange Commission upon request.

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.

	Da-Lite Screen Company, Inc.	~~Da-Lite Screen Company, Inc.~~
Dated: March 30, 2011		By:	/s/ Jerry C. Young
Dated: April 18, 2011	By:	/s/ Jerry C. Young
		Name:	Jerry C. Young
	Name: Title:	Jerry C. Young Vice President of Finance
		Title:	Vice President – Finance and
			Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description
Exhibit 2.1		Agreement and Plan of Merger by and among the Da-Lite Screen Company, Inc., Milestone Holding Corporation, Milestone AV Technologies LLC, DLI Acquisition Corporation and DL Shareholder Representative, LLC, as Shareholders Representative, dated March 30, 2011.*
Exhibit 10.1		Form of Noncompetition and Nonsolicitation Agreement
Exhibit 10.1		Amendment to Employment Agreement between the Da-Lite Screen Company, Inc and Richard Lundin.
Exhibit 99.1		Press Release
Exhibit 10.2		Amendment to Employment Agreement between the Da-Lite Screen Company, Inc and Judith Loughran.
Exhibit 99.1		Amendment to the Amended and Restated Shareholders Agreement of the Company dated as of May 18, 2010.
Exhibit 99.2		Voting Agreement by and among Milestone Holding Corporation and the shareholders signatories thereto, dated as of March 30, 2011.
Exhibit 99.3		Press release.

*6 Pursuant to Regulation S-K Item 601(b)(2), the exhibits and schedules have been omitted. The Company agrees to furnish supplementally a copy of any of such materials to the Securities and Exchange Commission upon request.

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