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Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 15, 2011




(Exact name of registrant as specified in its charter)




DELAWARE   333-120386   90-0207604
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   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 7.01 Regulation FD Disclosure.

On February 15, 2011, Visant Corporation (“Visant”) issued a press release announcing that it is pursuing a repricing of its outstanding $1,250.0 million senior secured term loan facility to take advantage of lower interest rates currently available in the senior secured debt market. Other than pricing, the terms of Visant’s senior secured credit facilities are expected to remain substantially the same as currently are in place under Visant’s existing senior secured credit facilities. The proposed repricing will be effected through the incurrence of a new $1,250.0 million senior secured term loan facility under Visant’s existing senior secured credit facilities, with the proceeds of the new term loan, together with cash on hand, being used to repay the existing senior secured term loan facility in full, and is subject to the payment of a prepayment premium of 1% of the amount of the outstanding term loans at the closing of the repricing. The transaction will require the consent of lenders holding a majority of the outstanding commitments and loans under Visant’s existing term and revolving credit facilities in order to amend the existing senior secured credit facilities to permit the proposed repricing, and is subject to market and other conditions. Subject to the foregoing, Visant anticipates consummating the proposed repricing amendment process in the next two weeks.

Visant previously released preliminary, unaudited full fiscal year 2010 results under a Form 8-K dated February 1, 2011. Visant’s audited fiscal year 2010 results are anticipated to be released on March 7, 2011.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The press release should be read in conjunction with the note regarding forward-looking statements, which is included in the text of the press release.

The information disclosed in this Current Report on Form 8-K is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section and shall not be deemed incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.


Item 9.01 Financial Statements and Exhibits.


(a) Not applicable


(b) Not applicable


(c) Not applicable


(d) Exhibits

99.1 Press release issued by Visant Corporation regarding the proposed repricing of its senior secured term loan facility, dated February 15, 2011

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

This Current Report on Form 8-K may contain forward-looking statements including, without limitation, statements concerning the repricing. Forward-looking statements are not historical facts, but only predictions and generally can be identified by use of statements that include such words as “may”, “might”, “will”, “should”, “estimate”, “project”, “plan”, “anticipate”, “expect”, “intend”, “outlook”, “believe” and other similar expressions that are intended to identify forward-looking statements and information. These forward-looking statements are based on estimates and assumptions by our management that, although we believe to be reasonable, are inherently uncertain and subject to a number of risks and uncertainties. These risks and uncertainties include, without limitation, those identified under “Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended October 2, 2010.

The following list represents some, but not necessarily all, of the factors that could cause actual results to differ from historical results or those anticipated or predicted by these forward-looking statements: our substantial indebtedness and our ability to service the indebtedness; our inability to implement our business strategy in a timely and effective manner; global market and economic conditions; levels of customers’ advertising and marketing spending, including as may be impacted by economic factors and general market conditions; competition from other companies; fluctuations in raw material prices; our reliance on a limited number of suppliers; the seasonality of our businesses; the loss of significant customers or customer relationships; Jostens’ reliance on independent sales representatives; our reliance on numerous complex information systems; the amount of capital expenditures required at our businesses; developments in technology and related changes in consumer behavior; the reliance of our businesses on limited production facilities; actions taken by the U.S. Postal Service and changes in postal standards and their effect on our marketing services business, including as such changes may impact competition for our sampling systems; labor disturbances; environmental obligations and liabilities; adverse outcome of pending or



threatened litigation; the enforcement of intellectual property rights; the impact of changes in applicable law and regulations; the textbook adoption cycle and levels of government funding for education spending; and control by our stockholders.

We caution you that the foregoing list of important factors is not exclusive. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements may not in fact occur. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly or revise any of them in light of new information, future events or otherwise, except as required by law.




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.


Date: February 15, 2011   /S/     PAUL B. CAROUSSO        
  Paul B. Carousso
  Senior Vice President, Chief Financial Officer




99.1    Press release issued by Visant Corporation regarding the proposed repricing of its senior secured term loan facility, dated February 15, 2011.