8-K

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): October 29, 2009

ACME UNITED CORPORATION

(Exact name of registrant as specified in its charter)

__________________

Connecticut	001-07698	06-0236700
(State or other jurisdiction of incorporation or organization)	(Commission file number)	(I.R.S. Employer Identification No.)
60 Round Hill Road, Fairfield, Connecticut		06824
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:  (203) 254-6060

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:

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 2.02.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On October 29, 2009, Acme United Corporation (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2009.  A copy of the press release is attached as Exhibit 99.1 to this current report.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

(c)           Exhibits

Exhibit Number	Description
99.1	Press release dated October 29, 2009.

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.

ACME UNITED CORPORATION

By      /s/  Walter C. Johnsen

______________________________

Walter C. Johnsen

Chairman and

  Chief Executive Officer

Dated:   October 29, 2009

By         /s/  Paul G. Driscoll

______________________________

Paul G. Driscoll

Vice President and

 Chief Financial Officer

Dated:   October 29, 2009

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release dated October 29, 2009.

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EX-99.1

Exhibit 99.1

ACME UNITED CORPORATION             NEWS RELEASE

CONTACT:	Paul G. Driscoll	Acme United Corporation	60 Round Hill Road	Fairfield, CT  06824
		Phone: (203) 254-6060	FAX: (203) 254-6521

 FOR IMMEDIATE RELEASE   October 29, 2009

ACME UNITED CORPORATION REPORTS THIRD QUARTER EARNINGS

FAIRFIELD, CONN. – October 29, 2009 – Acme United Corporation (NYSE AMEX:ACU) today announced that net sales for the third quarter ended September 30, 2009 were $15.3 million compared to $19.2 million in the comparable period of 2008, a decrease of 20% (19% local currency).  Net income was $728,000, or $.22 per diluted share, for the quarter ended September 30, 2009 compared to $1,351,000 or $.37 per diluted share for the comparable period last year, a decrease of 46% in net income and 41% in diluted earnings per share.

Third quarter 2009 earnings included pre-tax income of $458,000 due to completion below estimated costs of a major portion of the remediation of the Bridgeport property which was sold in December 2008. The Company’s contingency reserve for the remaining environmental and monitoring costs is approximately $950,000. Without the achieved cost reduction, net income would have been $433,000 for the third quarter.

Net sales for the nine months ended September 30, 2009 were $45.7 million, compared to $56.1million in the same period in 2008, a decrease of 19% (16% in local currency).  Net income for thenine months ended September 30, 2009 was $2,111,000, or $.63 per diluted share compared to $3,833,000, or $1.05 per diluted share in the comparable period last year, a 45% decrease in net income and 40% in diluted earnings per share.  The lower net income is primarily the result of reduced sales, partially offset by savings from our cost savings plan.

Net sales for the quarter ended September 30, 2009 in the U.S. segment decreased 26% compared to the same period in 2008. Contributing to the decline was an unexpected order in the third quarter 2008 of approximately $1.2 million to a major retailer for product for the back to school market which did not reoccur this year. Net sales for the nine months ended September 30, 2009 in the U.S. segment decreased 22% compared to the same period in 2008. Net sales in Canada for the three and nine months ended September 30, 2009 decreased by 7% and 14%, respectively, in U.S. dollars but declined 2% for both periods respectively, in local currency compared to the same periods in 2008.  European net sales for the three and nine months ended September 30, 2009 increased 10% and 1%, respectively, in U.S. dollars compared to the same periods in 2008 and increased 16% and 12% respectively, in local currency. Revenues in Europe grew primarily due to higher sales of office and manicure products.

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Gross margins were 36% in the third quarter of 2009 versus 41% in the comparableperiod last year. For the first nine months of 2009, gross margins were 37% compared to 41% inthe same period in 2008.  The gross margin decline for the three and nine month periods wasprimarily due to fixed costs spread over lower sales, the weaker Canadian dollar which raised the cost of products in our Canadian segment and product mix.

Walter C. Johnsen, Chairman and CEO said, “We have been aggressively seeking new sales opportunities, continuing to reduce expenses, and improving our balance sheet.  We are seeing commitments from our customers for new products and programs for the coming year, and are encouraged.”

Mr. Johnsen added that during the past 12 months, the Company repurchased about 7% of its outstanding stock, increased its dividend and reduced net debt by approximately 60%. He noted that the Company is very well positioned for future growth opportunities.

The Company’s bank debt less cash on September 30, 2009 was $2.8 million compared to $7.5 million on September 30, 2008.  During the 12 month period ended September 30, 2009, Acme purchased 266,791 shares of its common stock for approximately $2.3 million and paid $700,000 in dividends. On October 7, 2009 the company’sBoard of Directors approved a new stock repurchase program of up to 200,000 common shares.  The Company may also repurchase 49,335 shares under its repurchase program previously announced on December 19, 2008.

ACME UNITED CORPORATION is a leading worldwide supplier of innovative cutting, measuring and safety products to the school, home, office, hardware and industrial markets.

Forward-looking statements in this report, including without limitation, statements related to the Company’s plans, strategies, objectives, expectations, intentions and adequacy of resources, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  Investors are cautioned that such forward-looking statements involve risks and uncertainties including, without limitation, the following:  (i) the Company’s plans, strategies, objectives, expectations and intentions are subject to change at any time at the discretion of the Company; (ii) the impact of current uncertainties in global economic conditions and the ongoing financial crisis affecting the domestic and foreign banking system and financial markets, including the impact on the Company’s suppliers and customers (iii) currency fluctuations (iv) the Company’s plans and results of operations will be affected by the Company’s ability to manage its growth, and (v) other risks and uncertainties indicated from time to time in the Company’s filings with the Securities and Exchange Commission.

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ACME UNITED CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
THIRD QUARTER REPORT 2009
(Unaudited)
			Quarter Ended		Quarter Ended
Amounts in $000's except per share data			September 30, 2009		September 30, 2008
Net sales		$	15,269	$	19,158
Cost of goods sold			9,771		11,288
Gross profit			5,498		7,870
Selling, general, and administrative expenses			4,864		5,651
Income from operations			634		2,219
Interest expense			38		135
Interest income			31		15
Net interest expense			7		120
Other income (expense)			461		(138)
Total other income (expense)			454		(258)
Pre-tax income			1,088		1,961
Income tax expense			360		610
Net income		$	728	$	1,351
	Shares outstanding - Basic		3,290		3,515
	Shares outstanding - Diluted		3,353		3,650
Earnings per share basic		$	0.22	$	0.38
Earnings per share diluted			0.22		0.37

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ACME UNITED CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
THIRD QUARTER REPORT 2009 (cont.)
(Unaudited)
			Nine Months Ended		Nine Months Ended
Amounts in $000's except per share data			September 30, 2009		September 30, 2008
Net sales		$	45,727	$	56,135
Cost of goods sold			28,827		33,361
Gross profit			16,900		22,774
Selling, general, and administrative expenses			14,166		16,690
Income from operations			2,734		6,084
Interest expense			124		389
Interest income			97		83
Net interest expense			27		306
Other income			480		23
Total other income (expense)			453		(283)
Pre-tax income			3,187		5,801
Income tax expense			1,076		1,968
Net income		$	2,111	$	3,833
	Shares outstanding - Basic		3,318		3,517
	Shares outstanding - Diluted		3,362		3,654
Earnings per share basic		$	0.64	$	1.09
Earnings per share diluted			0.63		1.05

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ACME UNITED CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
THIRD QUARTER REPORT 2009
(Unaudited)
Amounts in $000's			September 30, 2009		September 30, 2008
Assets:
Current assets:
	Cash	$	6,599	$	5,485
	Accounts receivable, net		11,846		16,045
	Inventories		17,850		20,240
	Prepaid and other current assets		1,207		951
Total current assets			37,502		42,721
	Property and equipment, net		2,159		2,402
	Long term receivable		1,905		-
	Other assets		2,505		1,976
Total assets		$	44,071	$	47,099
Liabilities and stockholders' equity:
Current liabilities
	Accounts payable	$	3,305	$	3,734
	Other current liabilities		4,680		4,427
	Bank debt due June 30, 2010		9,324		-
Total current liabilities			17,308		8,161
Bank debt due June 30, 2010			-		12,994
Other non current liabilities			1,990		542
			19,299		21,697
Total stockholders' equity			24,772		25,402
Total liabilities and stockholders' equity		$	44,071	$	47,099

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