UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~Form 8-K~~________________

~~Current~~FORM ~~Report~~8-K

~~Pursuant~~CURRENT ~~to Section 13 or 15(d) of~~REPORT

~~the~~PURSUANT ~~Securities~~TO ~~Exchange~~SECTION ~~Act~~13 ofOR ~~1934~~15(d)

~~Date~~ OF ofTHE ~~Report~~SECURITIES ~~(Date~~EXCHANGE ofACT ~~Earliest~~OF ~~Event Reported) – March 9, 2011~~1934

April 21, 2011

Date of Report

(Date of earliest event reported)

CAPRIUS, INC.

(Exact name of registrant as specified in its charter)

DELAWARE (State or other jurisdiction of incorporation) 0-11914 (Commission File Number) 22-2457487 (I.R.S. Employer Identification No.)

Delaware	000-11914	22-2457487
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

10 Forest ~~Avenue~~Ave., ~~Suite 220,~~ Paramus, NJNew ~~07652~~Jersey 07562

(Address of principal executive offices) ~~(Zip~~and ~~Code~~zip code)

~~Registrant’s telephone number, including area code -~~ (201) 342-0900

(~~Former~~Registrant’s ~~Name~~telephone ~~or Former Address~~number, ifincluding ~~changed~~area ~~since last report~~code)

~~Check~~ Not 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):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):

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 12.01 ~~Extension~~Completion of ~~Material~~Acquisition ~~Definitive~~or ~~Agreement~~Disposition of Assets

AsOn ofApril ~~March 9~~21, 2011, Caprius, Inc. (~~"Caprius" or us) and our subsidiaries (collectively,~~ the "“Company"”), ~~entered~~closed ~~into Amendment No. 5 (~~the ~~"Amendment")~~previously toannounced ~~the~~Agreement ~~Securities Purchase~~ and ~~Sale~~Plan ~~Agreement~~of Merger, dated as of ~~September~~November 1610, ~~2009~~2010 (the “~~Vintage~~Merger Agreement”), ~~with~~among the Company, Vintage Capital Group, LLC ("“Vintage"”), ~~whereby~~and ~~the~~Capac ~~maximum availability thereunder was increased to $6~~Co.~~7 million. There~~, ~~were~~a nonewly-formed ~~other~~wholly-owned ~~material~~subsidiary ~~changes~~of toVintage ~~the~~(“Merger ~~terms~~Sub”). Upon of the ~~Vintage Agreement~~closing, asMerger ~~amended~~Sub bymerged ~~Amendment~~with ~~No.~~and 1,into ~~dated~~the ~~September~~Company 8,(the ~~2010~~“Merger”), ~~Amendment~~with ~~No.~~the 2,Company ~~dated~~continuing ~~November~~as 4,the ~~2010,~~surviving ~~Amendment~~corporation ~~No.~~of 3,the ~~dated~~Merger ~~November 18, 2010~~ and ~~Amendment~~becoming ~~No.~~a 4,wholly-owned ~~dated~~subsidiary ~~December~~of ~~16, 2010~~Vintage.

~~Through~~Under ~~February 28~~the terms of the Merger Agreement, ~~2011~~upon the effective time of the Merger, ~~Vintage~~the ~~had~~Company’s ~~advanced~~outstanding ~~approximately~~shares ~~$5.5~~of ~~million~~capital instock ~~cash~~(other tothan any shares owned by Vintage or Merger Sub, by the Company as treasury stock, ~~exclusive~~or ofby anany ~~additional~~stockholders ~~$1.97~~who ~~million~~properly ofexercised ~~capitalized~~appraisal ~~obligations~~rights ~~(including~~under ~~approximately~~Delaware ~~$975~~law) were converted,~~000~~ ofwithout interest and less any applicable withholding taxes, as follows: (i) ~~owed~~each share of Common Stock was cancelled and converted into the right to ~~Vintage~~receive $0.065 ~~The~~per ~~Company~~share ~~has~~in ~~been~~cash; ~~using~~(ii) ~~the~~each ~~proceeds~~share of ~~the~~Series ~~funding~~E ~~under~~Convertible Preferred Stock was cancelled and converted into the ~~Vintage~~right ~~Agreement~~to ~~for~~receive ~~working~~$40.625 ~~capital~~per share in cash, ~~production~~representing the common-equivalent consideration based upon its conversion ratio of 625 shares of Common Stock; and ~~further~~(iii) ~~marketing~~each share of Series F Convertible Preferred Stock was cancelled and converted into the ~~SteriMed~~right ~~Systems~~to receive $6.50 per share in cash, ~~and~~representing the ~~settlement~~common-equivalent consideration based upon its conversion ratio of ~~certain~~100 ~~outstanding~~shares ~~obligations~~of Common Stock.

The foregoing isdescription ~~a summary~~ of the ~~Amendment.~~Merger ~~For~~Agreement ~~complete~~and ~~information, see~~ the ~~Amendment~~transactions ~~which~~contemplated isthereby ~~filed~~does asnot ~~Exhibit~~purport ~~10.1~~ to ~~this~~be ~~Report,~~complete and ~~the~~is ~~Vintage~~subject ~~Agreement which was filed as Exhibit 10.1~~ to, ~~our~~and ~~Form~~qualified ~~8-K~~in ~~for~~its anentirety ~~event of September 16~~by, ~~2009,~~the ~~Amendment~~Merger NoAgreement. A 1,copy ~~which was filed as Exhibit 10.1 to our Form 8-K for an event~~ of ~~September~~the 8,Merger ~~2010,~~Agreement ~~Amendment No. 2 which~~ was ~~filed~~attached as Exhibit 102.1 to ~~our~~the ~~Form~~Company’s ~~8-K~~Current ~~for~~Report anon ~~event of November 4, 2010, Amendment No. 3 which was filed as Exhibit 10.1 to our~~ Form 8-K ~~for an event of November 18, 2010, and Amendment No. 4 which was~~ filed aswith ~~Exhibit 10.15 to our Form 10-K for~~ the ~~fiscal~~SEC ~~year~~on ~~ended~~November ~~September 30~~12, 2010.

Item 7 3.0103 Material ~~Regulation FD~~Modification ~~Disclosure~~to Rights of Security Holders

On March 10, 2011, the Company issued a press release announcing the setting of a March 11, 2011 record date and an April 21, 2011 meeting date for a special meeting of the Company’s stockholders to consider proposals relating to the proposed merger between Caprius and a wholly-owned subsidiary of Vintage. In addition, the press release announced that effective March 8, 2011, Vintage exercised its warrant as to 9,371,243 shares of Caprius common stock, representing approximately 40% of the Company’s voting stock expected to be outstanding as of the record date of the special meeting. The ~~press~~information ~~release~~disclosed isin ~~included~~Item ~~as Exhibit 99~~2.101 ~~to this Report, and~~ is hereby incorporated ~~herein~~ by reference. This Item 7.01 and the press release attached hereto as Exhibit 99.1 are being furnished to the SEC in satisfaction of the public disclosure requirements of Regulation FD and shall not be deemed “filed” for any purpose.

Item 5.01 Changes in Control of Registrant

The information disclosed in Item 2.01 is hereby incorporated by reference.

Upon the effective time of the Merger, (i) the Company became a wholly-owned subsidiary of Vintage and (ii) all of the Company’s directors immediately prior to the Merger resigned from the Board of Directors. Vintage elected new members of the Company’s Board of Directors, including Dwight Morgan who had been a director immediately prior to the effective time of the Merger. The aggregate consideration paid in connection with the Merger for outstanding shares of the Company’s capital stock (other than any shares owned by Vintage or Merger Sub, by the Company as treasury stock, or by any stockholders who exercised appraisal rights under Delaware law) was approximately $914,000, which amount was funded by Vintage.

Item 5.07 Submission of Matters to a Vote of Security Holders

At the Special Meeting, the Company’s stockholders, voting as a single class, adopted the Merger Agreement. As of the record date for the Special Meeting, there were outstanding 14,803,108 shares of Common Stock, 4,200 shares of Series E Convertible Preferred Stock, each share having 625 votes or a total of 2,625,000 votes, and 60,000 shares of Series F Convertible Preferred Stock, each share having 100 votes or a total of 6,000,000 votes. The votes cast at the Special Meeting were as follows:

	Shares	Shares	Shares	Broker
	Voted For	Voted Against	Abstained	Non-Vote
Adoption of Merger Agreement
Percentage of Voting Shares	20,431,396	19,393	2,082	- 0 -

Item 8.01 Other Events

On April 22, 2011, the Company issued a press release announcing that at the Special Meeting stockholders voted in favor of the adoption of the Merger Agreement and immediately after the Special Meeting, the Company, Vintage and Merger Sub consummated the Merger.

A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference in its entirety.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

~~10.1~~Exhibit ~~Amendment~~ No. 599.1 toDescription ~~the~~Press ~~Securities Purchase and Sale Agreement~~Release, dated asApril ~~of March 9~~21, 2011~~, by and among Caprius, M.C.M. Environmental Technologies, Inc., M.C.M. Environmental Technologies Ltd., and Vintage.~~

~~99.1 Press Release issued by Caprius, Inc. on March 10, 2011.~~SIGNATURES

~~SIGNATURE~~Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

~~Pursuant~~CAPRIUS, toINC. ~~the~~By: ~~requirements~~/s/ ofDwight ~~the~~Morgan ~~Securities~~Dwight ~~Exchange Act of 1934~~Morgan, ~~the~~President ~~Registrant~~and ~~has~~Chief ~~duly~~Executive ~~caused this report to be signed on its behalf by the undersigned thereunto duly authorized.~~Officer

~~CAPRIUS,~~Dated: ~~INC.~~April ~~/s/~~21, ~~Dwight Morgan Dwight Morgan President & CEO~~2011

Dated: March 10, 2011

Filing Compare · CAPRIUS INC