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 327, 2013

MOD-PAC Corp.
(Exact name of registrant as specified in its charter)

New York	000-50063	16-0957153
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1801 Elmwood Avenue, Buffalo, New York	14207
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (716) 873-0640

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~~[ ~~1.01~~] –Soliciting ~~Entry~~material ~~into~~pursuant ato ~~Material~~Rule ~~Definitive~~14a-12 ~~Agreement~~under the Exchange Act (17 CFR 240.14a-12)

~~Merger~~[ ~~Agreement~~] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

On[ ~~September~~] ~~3, 2013, Mod~~Pre-~~Pac~~commencement ~~Corp.,~~communications apursuant ~~New York corporation (the “Company”), entered into an amendment (“First Amendment”)~~ to ~~the~~Rule ~~Agreement and Plan of Merger~~ 13e-4(~~the “Original Merger Agreement”~~c) ~~dated~~under ~~as of April 11, 2013 by and among~~ the ~~Company,~~Exchange ~~Rosalia~~Act ~~Capital LLC, a Delaware limited liability company~~ (~~“Parent”)~~17 ~~and~~CFR ~~Mandan Acquisition Corp~~240.~~, a New York corporation and wholly owned subsidiary of Parent~~ 13e-4(~~“Merger Sub”~~c) ~~(the Original Merger Agreement, together with the First Amendment, the “Merger Agreement”~~).

~~The~~On ~~First~~September 27, ~~Amendment~~2013, ~~amends~~MOD-PAC ~~the~~Corp., ~~Original~~a ~~Merger~~New ~~Agreement~~York tocorporation ~~increase~~ (the ~~per~~“Company”), ~~share~~held ~~merger~~a ~~consideration~~special tomeeting beof ~~received~~stockholders by(the “Special Meeting”) to adopt the ~~unaffiliated~~previously ~~holders~~disclosed ofAgreement ~~our~~and ~~Common~~Plan ~~Stock~~of Merger, ~~par~~dated ~~value~~as ~~$0.01~~of ~~per~~April ~~share~~11, ~~(“Common~~2013, ~~Stock”)~~by and ~~our~~among the Company, ~~Class~~Rosalia BCapital ~~Stock~~LLC, ~~par~~a ~~value~~Delaware ~~$0.01~~limited ~~per~~liability ~~share~~company (~~“Class~~referred Bto ~~Stock~~as “Parent”) and, ~~together~~Mandan ~~with~~Acquisition ~~the Common Stock~~Corp., ~~“Company~~a ~~Stock”)~~New ~~from~~York ~~$8.40~~corporation toand ~~$9.25~~wholly ~~per~~owned ~~share~~subsidiary of ~~Company~~Parent ~~Stock,~~(referred into ~~each~~as ~~case~~“Merger ~~without~~Sub”), ~~interest~~as ~~and~~amended ~~less~~by ~~any~~Amendment ~~required~~No. ~~withholding taxes~~1, ~~and~~dated ~~amends~~as ~~the~~of ~~Original~~September ~~Merger~~3, ~~Agreement~~2013 ~~so that~~ (i) the ~~Company's~~“Merger ~~representations~~Agreement”). ~~and~~On ~~warranties~~September 30, as2013, ~~to all of~~ the Company ~~shareholder~~completed ~~approvals~~the ~~required~~merger pursuant to ~~satisfy~~ the ~~shareholder~~terms ~~approval requirements~~ of the ~~New~~Merger ~~York~~Agreement ~~Business Corporation Law~~ (“~~NYBCL~~Merger”). asAs toa ~~the~~result ~~Company’s~~of ~~approval~~the ofMerger, the ~~merger~~Company ~~contemplated~~is bynow ~~the~~wholly ~~Merger~~owned ~~Agreement~~by ~~(the~~Parent. ~~“Merger”)~~Parent is beneficially and ~~adoption~~indirectly ofowned ~~the~~by ~~Merger~~Messrs. Kevin ~~Agreement~~T. Keane and ~~the~~Daniel ~~performance~~G. ofKeane ~~the~~and ~~Company’s~~certain ~~obligations~~of ~~thereunder,~~their ~~were~~respective ~~revised~~family members and ~~(ii)~~certain ~~the~~related ~~non-waiveable~~entities ~~conditions~~and totrusts for the ~~consummation~~benefit of ~~the~~their ~~Merger~~respective ~~would~~family ~~include~~members ~~such~~(collectively, ~~required~~referred ~~shareholder~~to ~~approvals~~as the “Family Shareholders”).

~~The~~Item ~~foregoing~~2.03 ~~description~~Creation of ~~the~~a ~~First~~Direct ~~Amendment~~Financial ~~and~~Obligation ~~the~~or ~~matters~~an ~~contemplated~~Obligation ~~thereby~~under ~~does~~an ~~not~~Off-Balance ~~purport~~Sheet toArrangement ~~be complete and is subject to, and qualified in its entirety by, the full text~~ of ~~the~~a ~~First Amendment, attached to this Current Report on 8-K as Exhibit 2~~Registrant.~~1, which is incorporated into this Item 1.01 by this reference.~~

~~Debt~~In ~~Commitment~~connection ~~Letter~~with ~~Extension~~the Merger, the Company entered into new a senior secured credit facility on September 30, 2013 (the “Senior Credit Facility”), with M&T Bank. For a description of the Senior Credit Facility, see the Company's definitive proxy statement with respect to the Merger filed with the SEC on August 22, 2013, as supplemented.

InItem ~~connection with the Merger Agreement, Merger Sub received a Debt Commitment Letter, dated April 8, 2013, from M&T Bank~~3.01. ANotice ~~portion~~ of ~~the~~Delisting ~~proceeds~~or ofFailure ~~the credit facilities~~ to beSatisfy ~~issued~~a ~~thereunder~~Continued ~~(the~~Listing ~~“Credit~~Rule ~~Facilities”)~~or isStandard; ~~expected~~Transfer ~~to be used to finance the Merger. The borrower under the Credit Facilities will be Merger Sub, and upon consummation~~ of ~~the Merger, the rights and obligations of Merger Sub under the Credit Facilities will be assumed by the Company, as the surviving corporation in the Merger~~Listing.

On September 3 30, 2013, in connection with the ~~Debt~~Merger, ~~Commitment~~the ~~Letter~~Company ~~was~~notified ~~amended~~NASDAQ soof ~~that~~its ~~the~~intent ~~Debt~~to ~~Commitment~~remove ~~Letter~~its ~~shall~~common ~~automatically~~stock ~~expire~~(“Common ifStock”) from listing. The Company has requested NASDAQ to file with the ~~Credit~~Securities ~~Facilities~~and ~~have~~Exchange ~~not~~Commission ~~closed~~(the “SEC”) an application on orForm ~~before~~25 ~~November~~to ~~15,~~delist ~~2013~~and deregister the Common Stock. In addition, ~~instead~~the Company intends to file with the SEC a certification and notice of termination on orForm ~~before~~15 ~~September~~with 30respect to the Common Stock, ~~2013~~requesting that the Common Stock be deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that the reporting obligations of the Company with respect to the Common Stock under Sections 13(a) and 15(d) of the Exchange Act be suspended.

~~The~~Item ~~foregoing~~3.03. ~~description~~Material ofModification ~~the amendment~~ to the ~~Debt~~Rights ~~Commitment Letter and the matters contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text~~ of ~~such~~Security ~~amendment, attached to this Current Report on 8-K as Exhibit 10~~Holders.~~1, which is incorporated into this Item 1.01 by this reference.~~

~~Memorandum~~As of ~~Understanding~~the effective time of the Merger, each share of Company Stock (as defined below) (other than shares owned by the Company, Le Caron Enterprises Corp., Parent, Merger Sub, the Family Shareholders and their respective subsidiaries) was converted into the right to receive $9.25 in cash, without interest and subject to any applicable withholding taxes.

AsItem previously disclosed in the proxy statement filed by the Company with the Securities and Exchange Commission, on August 22, 2013 (the “Proxy Statement”), four putative class action complaints relating to the Merger have been filed in Supreme Court, Erie County, New York: Guziec v5. ~~Gisel (Index No~~01. ~~001215),~~Changes ~~Levin~~in v.Control ~~Keane~~of ~~(Index No~~Registrant. ~~602431), IBEW Local Union 98 Pension Fund v. ModPac Corp. (Index No. 001526), and Minerva Group LP v. Keane (Index No. 800621) ( the “Litigation”).~~

OnPursuant ~~September 3, 2013, the parties~~ to the ~~Litigation~~terms ~~entered into a Memorandum~~ of ~~Understanding (“MOU”), providing for~~ the ~~settlement~~Merger inAgreement, ~~principle of~~ the ~~claims~~Merger ~~brought~~was bycompleted ~~the~~on ~~plaintiffs~~September 30, in2013 ~~the~~upon ~~Litigation. While~~ the ~~defendants~~filing inof ~~the~~a ~~Litigation~~Certificate ~~deny all allegations~~ of ~~wrongdoing,~~Merger ~~fault,~~with ~~liability or damage to plaintiffs and~~ the ~~putative~~Secretary ~~class, deny that they have or are engaged in any wrongdoing or violation~~ of ~~law~~State ~~or breach~~ of ~~duty, deny that~~ the ~~price~~State ~~per share~~ of ~~$8.40~~New ~~in the Original Merger Agreement was unfair in any respect~~York, ~~deny~~at ~~that~~which ~~the~~time ~~Proxy~~Merger ~~Statement~~Sub ~~failed~~merged towith ~~disclose any material information,~~ and ~~believe~~into ~~that~~the ~~they acted properly at all times~~Company, ~~they~~with ~~wished to settle~~ the ~~Litigation~~Company onsurviving the ~~terms~~Merger ~~and~~as ~~conditions~~a ~~stated~~subsidiary ~~in the MOU in order to eliminate the burden and expense~~ of ~~further litigation and to put the claims of the plaintiffs in the Litigation to rest finally and forever, and to avoid any possible delay in the shareholder vote on the Merger~~Parent.

~~Under~~The ~~the~~aggregate ~~terms~~consideration ofpaid ~~the~~in ~~MOU,~~connection itwith ~~was agreed that~~ the ~~Original~~ Merger ~~Agreement~~was ~~would~~approximately be$23,212,431, ~~amended~~which ~~to increase the per share merger~~ consideration towas befunded ~~received~~ by ~~the~~equity ~~unaffiliated~~investment ~~holders of our Company Stock~~ from ~~$8.40~~the ~~per~~Family ~~share of Company Stock to $9.25 per share of Company Stock~~Shareholders, ~~in each case without interest and less any required withholding taxes, and to amend the Original Merger Agreement so that (i) the~~ Company's ~~representations~~cash ~~and~~on ~~warranties~~hand ~~as to all of the Company shareholder approvals required to satisfy the shareholder approval requirements of the NYBCL as to the Company’s approval of the Merger~~ and ~~adoption~~debt of the Merger Agreement and the performance of the Company’s obligations thereunder, were revised and (ii) the non-waiveable conditions to the consummation of the Merger would include such required shareholder approvalsfinancing. ~~It was also agreed in the MOU that additional disclosures would be made to supplement the Proxy Statement.~~

The ~~MOU~~foregoing ~~further~~summary ~~provides that the plaintiffs in the Litigation, on an individual basis, will, until the termination~~ of the Merger ~~Agreement,~~is atnot ~~the~~complete ~~special meeting of the shareholders of the Company called for the purpose of voting on the adoption of the Merger Agreement~~ and ~~approval~~is ofqualified ~~the Merger (or any adjournment or postponement thereof) (the “Special Meeting”), vote (or cause to be voted) all of their respective shares of Company Stock owned by them at the time thereof (i)~~ in ~~favor~~its ofentirety ~~the adoption of the Merger Agreement (as amended~~ by ~~the~~reference ~~First Amendment) and the approval of the Merger, (ii) in favor of the adjournment of the Special Meeting, if necessary,~~ to ~~solicit additional proxies if there are insufficient votes at~~ the ~~time of the Special Meeting to approve the~~ Merger ~~and adopt the Merger~~ Agreement ~~and (iii) against any actions~~, ~~proposals,~~a ~~transactions~~copy ~~or agreements that would be reasonably be expected to prevent, impede, interfere with, delay, postpone or adversely affect the consummation~~ of ~~the~~which ~~transactions~~is ~~contemplated~~attached byhereto ~~the Merger Agreement (~~as ~~amended~~Exhibit by2.1 ~~the~~and ~~First~~Exhibit ~~Amendment), including the Merger~~2.2 ~~The~~and ~~MOU~~incorporated ~~also~~herein provides that, until the termination of the Merger Agreement, each plaintiff in the Litigation, on an individual basis, agrees that neither it nor its affiliates will take any actions with the purpose or effect of avoiding or circumventing the foregoing obligations or which would reasonably be expected to have the effect of preventing, impeding, interfering with or adversely affecting the consummation of the transactions contemplated by ~~the Merger Agreement (as amended by the First Amendment), including the Merger, or the foregoing obligations~~reference.

Item 85.0102. ~~Other~~Departure ~~Events~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the ~~Company’s~~Merger, ~~entry into~~ the ~~First~~following ~~Amendment~~members ~~and in accordance with certain provisions~~ of the ~~MOU, the~~ Company’s isboard ~~providing~~of todirectors ~~its~~resigned ~~shareholders~~at ~~a supplement to~~ the ~~Proxy~~effective ~~Statement,~~time ~~a copy~~ of ~~which~~the isMerger: ~~attached~~Robert ~~to this Current Report on 8-K as Exhibit 99~~J.1 McKenna, ~~which~~Howard isZemsky ~~incorporated~~and ~~into~~William ~~this Item 8~~G.01 byGisel, ~~this reference~~Jr.

~~Item~~Kevin 9T.01 ~~Financial~~Keane ~~Statements~~ and ~~Exhibits~~Daniel G. Keane remain directors of the Company.

Exhibit No.	Description
2.1	First Amendment to Agreement and Plan of Merger by and among the Company, Rosalia Capital LLC and Mandan Acquisition Corp. dated as of September 3, 2013
10.1	Debt Commitment Amendment Letter between M&T Bank and Mandan Acquisition Company dated September 3, 2013
99.1	Proxy Statement Supplement

In connection with the Merger, each of Kevin T. Keane and Daniel G. Keane irrevocably surrendered to the Company, effective as of the effective time of the Merger, all of his right, title and interest in and to any and all options to acquire Company Stock held by them and outstanding as of the effective time of the merger.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the closing of the Merger, the certificate of incorporation and by-laws of the Company, as in effect immediately prior to the effective time of the Merger, were amended in accordance with applicable law to reflect the form of certificate of incorporation and by-laws attached as exhibits to the Merger Agreement. Copies of the restated certificate of incorporation and amended and restated by-laws of the Company are attached hereto as Exhibits 3.1 and 3.2, respectively, and incorporated herein by reference.

Item 5.07.

Submission of Matters to a Vote of Security Holders.

On September 30, 2013, the Company held the Special Meeting to approve the Merger and adopt the previously disclosed Merger Agreement. Holders of Common Stock as of August 12, 2013 (the “Record Date”) had one vote for each share of Common Stock owned by such stockholder as of the close of business on the Record Date. Holders of Class B Stock of the Company (“Class B Stock”, and together with the Common Stock, the “Company Stock”) as of the Record Date had ten votes for each share of Class B Stock owned by such stockholder as of the close of business on the record date.

Approval of the Merger and adoption of the Merger Agreement required the affirmative vote of (1) two-thirds of the aggregate voting power of the outstanding shares of the Company Stock, in accordance with New York law (the “Stockholder Vote”) and (2) the holders of a majority of the issued and outstanding shares of Company Stock (other than shares beneficially owned by the Family Shareholders or their respective affiliates or associates) (the “Public Shareholder Approval”).

According to the preliminary report of the inspector of elections, at the Special Meeting the Merger was approved and the Merger Agreement was adopted by the stockholders of the Company. The Merger was approved and the Merger Agreement was adopted by approximately74% of the aggregate voting power of the outstanding shares of Company Stock, and by the holders of approximately 56% of the shares of Company Stock not beneficially owned by the Family Shareholders or their respective affiliated entities. A second proposal to adjourn the Special Meeting, if necessary to solicit additional proxies necessary for approval of the Merger and adoption of the Merger Agreement, was not needed.

A preliminary tally of the votes for the Stockholder Vote is as follows:


FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
6,166,656	650,639	24,694	102

A preliminary tally of the votes for the Public Shareholder Approval is as follows:


FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
1,401,419	288,691	20,130	102

Item 8.01.

Other Events

A copy of the press release announcing the results of the Special Meeting is attached hereto as Exhibit 99.1 and incorporated herein by reference. A copy of the press release announcing the completion of the Merger is attached hereto as Exhibit 99.2 and incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(a) through (c) Not applicable.

(d) Exhibits:

The following exhibits are furnished with this Current Report on Form 8-K:

Exhibit No.			Description

2.1			Agreement and Plan of Merger, dated as of April 11, 2013, by and among the MOD-PAC Corp., Rosalia Capital LLC and Mandan Acquisition Corp.(incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K/A of MOD-PAC Corp. filed on April 15, 2013.)

2.2			Amendment No. 1 to Agreement and Plan of Merger by and among the MOD-PAC Corp., Rosalia Capital LLC and Mandan Acquisition Corp., dated as of September 3, 2013.(incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K of MOD-PAC Corp. filed on September 9, 2013.

3.1			Restated Certificate of Incorporation of the Company, adopted September 30, 2013.

3.2			Amended and Restated By-laws of the Company, adopted September 30, 2013.

99.1			Press Release announcing the results of the Special Meeting dated September 28, 2013.

99.2			Press Release announcing the completion of the Merger, dated September 30, 2013.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Registrant~~registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~Dated~~Date: September 930, 2013

MOD-PAC Corporation By: /s/David B. Lupp Name: David B. Lupp Title: Chief Operating Officer and Chief Financial Officer

By: /s/David B. Lupp

Name: David B. Lupp

Title: Chief Operating Officer and

Chief Financial Officer

Filing Compare · MOD PAC CORP