8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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: June 30, 2007)

Innophos, Inc.

Innophos Holdings, Inc.

(EXACT NAMES OF REGISTRANTS AS SPECIFIED IN THEIR CHARTERS)

Delaware Delaware	333-129951 001-33124	20-1380712 20-1380758
(States or other jurisdictions of incorporation)	(Commission File Numbers)	(IRS Employer Identification Nos.)

259 Prospect Plains Road

Cranbury, New Jersey 08512

(Address of Principal Executive Offices, including Zip Code)

(609) 495-2495

(Registrants’ Telephone Number, Including Area Code)

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 8.01 Other Items.

Innophos Holdings, Inc (“Innophos”) and Rhodia Inc. (“Rhodia”) completed a transaction effective June 30, 2007 which resulted in the early termination of the companies’ 2004 “pharma” global sales agency agreement and the acquisition of related business assets by Innophos. Under the 2004 pharma agreement, which had a term of 10 years, Rhodia and its affiliates provided sales, marketing and related R&D and technical services for Innophos’ calcium phosphate pharmaceutical excipients and nutritional supplement products. In 2006, the commissions paid by Innophos to Rhodia under this agreement totaled $3.7 million.

The early termination, mutually agreed upon by the parties, will result in Innophos directly marketing those products through its own sales organization, which include certain former Rhodia employees as a result of the transaction, and assuming all product development activities after a transition period of up to six months. Rhodia agreed to 5-year global non-competition and non-solicitation covenants with respect to the products and applications involved, and conveyed certain contracts, R&D equipment, patents, trade names, and intellectual property rights to Innophos.

The overall transaction resulted in net payments by Innophos to Rhodia of $9.0 million, subject to certain minor post-closing adjustments which will occur during the transition period. A majority of that amount will be charged to Innophos’ second quarter 2007 results. Innophos’ management estimates that the assumption of services formerly provided by Rhodia and its affiliates will increase its selling, general and administrative and R&D spending by approximately $1.5 million per year.

In addition, the parties also settled a number of related claims that had been under negotiation between them since the August 2004 acquisition of Innophos by affiliates of Bain Capital LLC from Rhodia. As of June 30, 2007, the principal issues concerning post closing-adjustments related to the 2004 acquisition, including working capital and net debt, have been settled with no net cash payments made by either party, and no material impact to Innophos’ second quarter 2007 earnings.

The current settlement does not include unlisted matters, including Innophos’ claims for indemnification from Rhodia for certain asserted Mexican salt and fresh water taxes that remain in litigation between the parties.

The press release announcing the entry into these transactions is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

Exhibit No.	Description
99.1	Innophos Holdings, Inc. press release dated July 2, 2007, announcing the termination of its 2004 “pharma” agreement with Rhodia, Inc. and related transactions.

SIGNATURES

According to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned, hereunto duly authorized.

	INNOPHOS, INC. INNOPHOS HOLDINGS, INC.
	By:	/s/ Richard Heyse
Date: July 6, 2007	Name: Title:	Richard Heyse Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

Press Release Source: Innophos Holdings, Inc

Innophos Expands Marketing Capabilities to Include Pharmaceutical Products

Completes Early Termination of Rhodia Sales Agency Agreement

CRANBURY, N.J., (July 2, 2007) — Innophos Holdings, Inc (Nasdaq: IPHS) today announced that its Innophos, Inc. subsidiary completed a transaction with Rhodia, Inc. resulting in early termination of the companies’ 2004 10-year “pharma” sales agency arrangements and the transfer of certain business related assets to Innophos. The early termination, mutually agreed by the parties, will result in Innophos marketing calcium phosphates through its own commercial organization and working directly with its customer base.

“Innophos is extremely enthusiastic over what we see as a natural evolution of our pharmaceutical and nutritional supplements business,” said Randy Gress, Chief Executive Officer of Innophos. “The assumption of the commercial responsibilities reinforces Innophos’ commitment to this business as we envision being able to offer enhanced value through a direct line of communication with and support for our customers.”

Safe Harbor for Forward-Looking and Cautionary Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. As such, final results could differ from estimates or expectations due to risks and uncertainties, including but not limited to: incomplete or preliminary information; changes in government regulations and policies; continued acceptance of Innophos’ products and services in the marketplace; competitive factors; technological changes; Innophos’ dependence upon third-party suppliers; and other risks. For any of these factors, Innophos claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, as amended.

About Innophos Holdings, Inc.

Innophos Holdings, Inc. (www.innophos.com), the holding company for a leading North American manufacturer of specialty phosphates, serves a diverse range of customers across multiple applications, geographies and channels. Innophos offers a broad suite of products used in a wide variety of food and beverage, consumer products, pharmaceutical and industrial applications. Innophos’ market-leading positions derive from its experience and dedication to customer service and innovation. Headquartered in Cranbury, New Jersey, Innophos has manufacturing operations in Nashville, TN; Chicago Heights, IL; Chicago (Waterway), IL; Geismar, LA; Port Maitland, ON (Canada); and Coatzacoalcos, Veracruz and Mission Hills, Guanajuato (Mexico). ‘IPHS-G’

Source: Innophos Holdings, Inc