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): ~~September~~October 2310, 2014

VISANT CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE

333-120386

90-0207604

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


357 Main Street
Armonk, New York		10504
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (914) 595-8200

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:

¨	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 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

On(b)(d) ~~September 23, 2014,~~ Visant Corporation (“Visant” or the “Company”) ~~entered~~today ~~into~~announced athat ~~Credit~~each ~~Agreement~~of ~~(the~~Messrs. ~~“Credit~~Alexander ~~Agreement”)~~Navab ~~with~~and ~~Visant~~George ~~Secondary Holdings Corp~~M.C. ~~(“Holdings”),~~Fisher ~~the~~resigned ~~lending~~as ~~institutions~~of ~~from~~October ~~time~~10, to2014 ~~time~~as ~~parties~~directors ~~thereto~~of ~~(the~~Visant ~~“Lenders”)~~ and ~~Credit Suisse~~its AGparent corporations, asVisant ~~administrative~~Holding ~~agent~~Corp. ~~(in~~and ~~such~~Visant ~~capacity~~Secondary Holdings Corp. (collectively, the “~~Administrative~~Visant ~~Agent~~Entities”), and ~~collateral~~its ~~agent~~Jostens, Inc. ~~The~~subsidiary ~~Credit~~(“Jostens”). ~~Agreement~~Mr. ~~establishes~~Navab ~~new~~served ~~senior~~as ~~secured~~a ~~credit~~director ~~facilities~~of inthe anVisant ~~aggregate~~Entities ~~amount~~since of2004, ~~$880~~and Mr.0 ~~million,~~Fisher ~~consisting~~served ofas a ~~$775.0 million~~director ~~tranche~~of ~~term~~the ~~loan~~Visant ~~facility~~Entities ~~maturing~~since in2005. ~~seven~~Mr. ~~years~~Navab ~~that~~was ~~will~~until ~~amortize~~2014 on a ~~basis~~member of ~~1.00%~~the ~~annually~~Executive ~~during~~and ~~the~~Compensation ~~seven-year~~Committees. ~~term,~~Joining ~~along~~the ~~with~~Board aof ~~$105.0~~Directors ~~million~~effective ~~revolving~~as ~~credit~~of ~~facility~~October ~~maturing~~13, in2014 ~~five~~by ~~years~~vote ~~that~~of ~~includes~~the adirectors ~~$40.0~~of ~~million~~the ~~letter of~~Visant ~~credit~~Entities ~~facility.~~and Ifin ~~the~~accordance ~~aggregate~~with ~~amount~~the ofapplicable ~~certain~~stockholder ~~senior~~agreement ~~unsecured~~are ~~notes~~Mr. ~~outstanding~~Charles onW. ~~July 2~~Mooty, ~~2017~~President isand ~~greater~~Chief ~~than~~Executive ~~$250.0~~Officer ~~million~~of Jostens, ~~both~~and ~~facilities~~Mr. ~~will~~Webster ~~mature~~Chua, onDirector, ~~July 2~~Principal Activities, ~~2017~~at Kohlberg Kravis Roberts & Co. L.P. (“KKR”).

~~Interest~~Mr. Mooty onhas ~~all~~been ~~loans under~~ the ~~Credit~~President ~~Agreement~~and isCEO ~~payable either quarterly or at the expiration~~ of ~~any~~Jostens ~~LIBOR~~since ~~interest~~January 2014 ~~period~~and ~~applicable~~prior ~~thereto.~~to ~~Borrowings under~~that ~~the~~served ~~term~~as ~~loans~~Interim CEO and ~~the~~President ~~revolving~~of ~~credit~~Fairview ~~facility~~Health ~~accrue~~Services ~~interest~~from at2012 ato ~~rate~~2013 ~~equal~~in addition to, atbeing ~~our option,~~ a ~~base~~member ~~rate~~of orFairview’s ~~LIBOR plus an applicable margin~~board. ~~The~~Prior ~~applicable~~to ~~margin~~his isrole ~~based~~at ~~on our leverage ratio~~Fairview, ~~ranging~~Mr. Mooty ~~from~~held ~~550 to 600 basis points in~~ the ~~case~~position of ~~LIBOR~~CEO ~~and 450 to 500 basis points in the case~~ of ~~the~~Faribault Woolen ~~base~~Mill ~~rate~~Co. Wefrom ~~will~~2011 ~~pay~~to ~~quarterly~~2013 ~~fees~~and onbefore ~~the~~that ~~unused~~served ~~portion~~as of the ~~revolving~~Chairman, ~~credit~~CEO ~~facility~~and ~~equal~~President ~~to 0.50% as well as a quarterly letter~~ of ~~credit~~International ~~fee~~Dairy atQueen, aInc. ~~rate~~from ~~per~~2001 ~~annum equal~~ to ~~the applicable~~2008. ~~margin~~He ~~for~~currently ~~LIBOR~~serves ~~loans~~ on the ~~face~~Board ~~amount~~ of ~~any~~Directors ~~outstanding letters~~ of ~~credit plus a fee computed at a rate~~ each ~~day~~of ~~equal~~Fairview toHealth ~~12.5~~Services ~~basis~~and ~~points~~Faribault ~~per~~Woolen Mill ~~annum~~Co.

~~The~~Mr. Chua ~~Credit~~joined ~~Agreement~~KKR ~~will~~in ~~require~~2006 usand is a member of KKR’s principal activities group. From 2006 to ~~maintain~~2012, he was a ~~maximum~~member ~~first~~of KKR’s ~~lien~~media ~~secured~~and ~~debt~~communications toprivate ~~consolidated~~equity ~~EBITDA~~industry ~~ratio,~~team. ~~which~~At ~~will~~KKR, beMr. Chua ~~tested~~has ~~quarterly~~been ~~based~~involved onwith the investments in First Data Corporation, IPREO, Legg Mason, and Visant. Prior to joining KKR, he was with Goldman, Sachs & Co. ~~last~~in ~~four~~its ~~fiscal~~technology, ~~quarters~~media, and istelecommunications ~~set~~investment atbanking ~~levels~~group, aswhere ~~described~~he was involved in ~~the~~a ~~Credit~~number ~~Agreement~~of merger, acquisition, and financing transactions.

~~The~~Neither ~~Credit~~of ~~Agreement~~Messrs. ~~also~~Mooty ~~contains~~or aChua ~~number~~has ofbeen ~~affirmative~~appointed ~~and restrictive~~to ~~covenants,~~any ~~including~~committees ~~limitations~~of on the ~~incurrence~~Boards of ~~additional~~Directors. ~~debt,~~The ~~liens,~~members ~~mergers,~~of ~~consolidations,~~the ~~liquidations~~Visant ~~and~~Entities ~~dissolutions~~Boards of Directors, ~~asset~~effective ~~sales~~October 13, ~~dividends~~2014, ~~and~~consist ~~other~~of ~~payments~~Messrs. inMarc ~~respect~~Reisch, ofChuck ~~our~~Mooty, ~~capital~~Tagar ~~stock~~Olson, ~~prepayments~~David ofBurgstahler ~~certain debt~~ and ~~transactions~~Webster ~~with~~Chua, ~~affiliates~~and Ms. Susan ~~The~~Schnabel, ~~Credit~~all ~~Agreement~~of who will also ~~contains~~serve ~~customary~~on ~~events~~the Board of ~~default~~Directors of Jostens.

~~All~~In ~~obligations~~addition, ~~under~~in ~~the~~view ~~Credit~~of ~~Agreement~~the ~~are unconditionally~~completions ~~guaranteed~~of bythe ~~Holdings,~~recent ~~and,~~sales ~~subject to certain exceptions, each~~ of the ~~Company’s~~Lehigh ~~existing~~Direct and ~~future~~Arcade ~~domestic~~businesses ~~wholly-owned~~and ~~subsidiaries (such subsidiary guarantors,~~ the ~~“Subsidiary~~refinancing ~~Guarantors”). All obligations under~~transaction ~~the~~completed ~~Credit~~in ~~Agreement~~September, ~~and~~Ms. Hlavaty, ~~the~~who ~~guarantees~~serves ofas ~~those~~the ~~obligations~~Senior ~~(as~~Vice ~~well~~President, asChief ~~cash~~Legal ~~management~~Officer ~~obligations~~ and ~~any~~Secretary ~~interest~~of ~~hedging~~the orVisant ~~other swap agreements~~Entities, inannounced ~~each~~on ~~case~~October 14, ~~with~~2014 ~~lenders~~that orshe ~~affiliates~~will ofbe ~~lenders),~~completing ~~are,~~her ~~subject~~tenure toand ~~certain~~resigning ~~exceptions,~~her position ~~secured~~effective ~~by (i)~~December ~~all~~21, of2014. ~~the~~She ~~Company’s~~will ~~stock~~be ~~and~~transitioning ~~the~~her ~~capital~~remaining ~~stock~~duties ofprior ~~each~~to ofyear ~~the~~end, ~~Company’s existing~~ and ~~future~~Ms. Hlavaty ~~subsidiaries,~~intends ~~except that with respect~~ to ~~foreign~~remain ~~subsidiaries~~available ~~such~~for ~~security~~consultation ~~interest~~through ~~is limited to 66% of~~ the ~~capital stock of “~~first~~-tier”~~ ~~foreign~~quarter ~~subsidiaries,~~of ~~and~~2015. ~~(ii)~~Ms. ~~substantially~~Hlavaty ~~all~~has ofbeen ~~the~~affiliated ~~tangible~~with Visant and ~~intangible~~its ~~assets~~subsidiaries ofsince ~~the~~August ~~Company, Holdings and each Subsidiary Guarantor~~2004.

(e) The ~~new~~Compensation ~~term~~Committee ~~loan~~of ~~facility~~the isBoard ~~subject~~of toDirectors approved the entry of the Company into a 1%separation ~~prepayment~~agreement ~~premium~~(the in“Agreement”) with Ms. Hlavaty. The Company entered into the ~~event~~Agreement ofwith Ms. Hlavaty on October 14, 2014. The Agreement provides for certain ~~repricing~~cash ~~events~~separation ~~within~~payments, ~~one~~the ~~year~~repurchase of ~~the~~all ~~effective~~outstanding ~~date~~equity not previously settled, and the terms of consultation. The foregoing summary is qualified in its entirety by reference to the ~~Credit Facility~~Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by this reference.

KKR Capital Markets LLC, an affiliate of one of our equity sponsors, assisted in placing the financing, for which it received customary fees. KKR Capital Markets LLC and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with the Company or its affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.

The foregoing summary is qualified in its entirety by reference to the Credit Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by this reference.

Item 1.02. Termination of a Material Definitive Agreement

In connection with entry into the Credit Agreement, on September 23, 2014, we terminated the credit agreement, dated as of September 22, 2010 (the “Refinancing”), among the Company, Jostens Canada Ltd. Holdings, the lending institutions from time to time party thereto, the Administrative Agent and Credit Suisse AG, Toronto Branch (the “Old Credit Agreement”). Proceeds from the Transaction (as defined below) along with the initial term loans and a portion of the revolving facility borrowings under the Credit Agreement were used to repay amounts outstanding under the Old Credit Agreement and to pay certain fees and expenses associated with the Refinancing. The Company did not incur any early termination penalties in connection with the termination of the Old Credit Agreement.

Item 2.01. Completion of Acquisition or Disposition of Assets

On July 25, 2014, the Company entered into a definitive Omnibus Transaction Agreement (the “OTA”) with OCM Luxembourg Ileos Holdings S.à.r.l (“Ileos”) and Tripolis Holdings S.à.r.l (“Luxco”) to combine their respective wholly owned subsidiaries, AKI, Inc. d/b/a Arcade Marketing (“Arcade”) and Bioplan, resulting in the formation of a new strategic venture under Luxco (the “Transaction”).

On September 23, 2014, the Company and Ileos completed the Transaction in accordance with the terms and conditions of the OTA. In exchange for the Company’s contribution of 100% of the capital stock of Arcade, the Company received approximately $334.5 million in cash proceeds and a 25% minority equity interest in Luxco. The terms of the Transaction provide that the Company has certain minority voting rights and the right to designate two directors to the board of managers of Luxco so long as it maintains its ownership of the equity interest in Luxco. The Company used the proceeds of the Transaction to repay certain indebtedness in connection with the Refinancing as discussed above. The Company’s equity interest in Luxco will be accounted for under the equity method of accounting as prescribed by accounting principles generally accepted in the United States of America.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.

Item 9.01.

Financial Statements and Exhibits

(b) Pro Forma Financial Information

The unaudited pro forma condensed consolidated financial information related to the Transaction is attached as Exhibit 99.1 to this Current Report on Form 8-K.

(d)

Exhibits

ExhibitNo.		Description
Exhibit No.		Description
10.1		~~Credit~~Separation Agreement, dated ~~September~~as 23of October 14, 2014, ~~among~~by ~~Visant~~and ~~Corporation,~~among Visant ~~Secondary~~Holding ~~Holdings~~ Corp., ~~the~~Visant ~~lending~~Corporation ~~institutions from time to time parties thereto~~ and ~~Credit~~Marie ~~Suisse~~D. ~~AG, as administrative agent and collateral agent~~Hlavaty
99.1		Unaudited Pro Forma Condensed Consolidated Financial Information

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.

	VISANT CORPORATION
Date: September 29, 2014	/S/ MARIE D. HLAVATY
Date: October 15, 2014		/s/ PAUL B. CAROUSSO
	Marie D. Hlavaty
		Paul B. Carousso
	Senior Vice President, Chief Legal Officer
		Senior Vice President, Chief Financial Officer

EXHIBIT INDEX

ExhibitNo.		Description
Exhibit No.		Description
10.1		~~Credit~~Separation Agreement, dated ~~September~~as 23of October 14, 2014, ~~among~~by ~~Visant~~and ~~Corporation,~~among Visant ~~Secondary~~Holding ~~Holdings~~ Corp., ~~the~~Visant ~~lending~~Corporation ~~institutions from time to time parties thereto~~ and ~~Credit~~Marie ~~Suisse~~D. ~~AG, as administrative agent and collateral agent~~Hlavaty
99.1		Unaudited Pro Forma Condensed Consolidated Financial Information

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