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) November 17, 2005

PORTOLA PACKAGING, INC.

(Exact name of registrant as specified in its charter)

Delaware	033-95318	94-1582719
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

951 Douglas Road
Batavia, IL 60510

(Address of principal executive offices, including zip code)

(630)406-8440

(Registrant’s telephone number, including area code)

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

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act

o Pre-Commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

o Pre-Commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

TABLE OF CONTENTS

Item 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

     On November 17, 2005 Portola Packaging, Inc. issued its earnings release for its fourth quarter of fiscal 2005 and the full 2005 fiscal year ending August 31, 2005. This information 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. The information in this report shall not be incorporated by reference into any filing of the registrant, whether made before or after the date of this report, regardless of any general incorporation language in the filing.

Item 5.05 AMENDMENTS TO REGISTRANT’S CODE OF ETHICS, OR WAIVER OF A PROVISION OF THE CODE OF ETHICS

     The registrant amended its Code of Ethics by adding “the Company prohibits retaliation for reports by employees, made in good faith, of misconduct or violations of this Code by others.”

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS

     (C) Exhibits
     99.1 Press Release Dated November 17, 2005

SIGNATURE

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.

	Portola Packaging, Inc.
Dated: November 21, 2005	By: Kim Wehrenberg
	/s/ KIM WEHRENBERG
	Kim Wehrenberg
	General Counsel and Secretary

EX-99.1

Exhibit 99.1

PORTOLA PACKAGING REPORTS FOURTH QUARTER AND FISCAL YEAR 2005 RESULTS

     BATAVIA, IL—November 17, 2005 — Portola Packaging, Inc. (“Portola” or the “Company”) today reported results for its fourth quarter and fiscal year ended August 31, 2005. Portola reported sales of $68.6 million for the fourth quarter of fiscal year 2005 compared to $66.2 million for the fourth quarter of fiscal year 2004, an increase of 3.6%. For fiscal year 2005, sales were $265.0 million compared to $242.5 million for fiscal year 2004, an increase of 9.3%. Portola reported operating income of $4.5 million for the fourth quarter of fiscal year 2005, compared to operating income of $0.3 million for the fourth quarter of fiscal year 2004. For fiscal year 2005, the Company had operating income of $8.4 million compared to an operating loss of $1.0 million for fiscal year 2004. Portola reported a net income of $0.1 million for the fourth quarter of fiscal year 2005 compared to a net loss of $4.5 million for the fourth quarter of fiscal year 2004. For fiscal year 2005, the Company had a net loss of $10.0 million compared to a net loss of $20.8 million for fiscal year 2004.

     The improvement of $4.6 million in the net income for the fourth quarter of fiscal year 2005 as compared to the fourth quarter of fiscal year 2004 is primarily attributed to improved gross margins and lower operating expenses primarily attributed to reduced spending and decreased staffing levels. During the fourth quarter of fiscal 2004, the Company incurred one-time plant relocation expenses of $0.4 million, an asset impairment charge of $1.1 million and a gain of $0.6 million on the sale of the San Jose, California facility.

     EBITDA^{(a), (c)} increased $4.0 million to $8.7 million in the fourth quarter of fiscal year 2005 compared to $4.7 million in the fourth quarter of fiscal year 2004 and increased $9.0 million to $26.0 million for fiscal year 2005 compared to $17.0 million for fiscal year 2004. Adjusted EBITDA^{(b), (c)}, which excludes the effect of restructuring charges, (gains) or losses on the sale of assets, one-time relocation costs, warrant interest (income) expense and other non recurring expenses, increased $3.3 million or 54.1% to $9.4 million in the fourth quarter of fiscal year 2005 compared to $6.1 million in the fourth quarter of fiscal year 2004, and increased $4.5 million to $29.0 million for fiscal year 2005 compared to $24.5 million for fiscal year 2004.

CONFERENCE CALL:

     Portola Packaging, Inc. executives will hold a conference call to discuss the fourth quarter and fiscal year 2005 results. The conference call is scheduled for November 18, 2005 at 11:00 AM Eastern Standard Time. The United States Dial-In Number is 888-428-4473. The International Dial-In Number is 612-332-0107. The confirmation number is 801605. This press release and any additional financial and operating information, if any, will be available under the “in the news” section on the Company’s web site at www.portpack.com.

ABOUT PORTOLA PACKAGING, INC:

     Portola Packaging is a leading designer, manufacturer and marketer of tamper evident plastic closures used in dairy, fruit juice, bottled water, sports drinks, institutional food products and other non-carbonated beverage products. The Company also produces a wide variety of plastic bottles for use in the dairy, water and juice industries, including various high density bottles, as well as five-gallon polycarbonate water bottles. In addition, the Company designs, manufactures and markets capping equipment for use in high speed bottling, filling and packaging production lines. The Company is also engaged in the manufacture and sale of tooling and molds used in the blow molding industry. For more information about Portola Packaging, visit the Company’s web site at www.portpack.com.

ABOUT PORTOLA TECH INTERNATIONAL:

     Portola Tech International (“PTI”) is a leading manufacturer and marketer of plastic packaging components to the cosmetic, fragrance and toiletries industry. PTI’s capabilities include injection and compression molding, thermal and ultraviolet metallizing, ultraviolet one coat spray technologies, silk screening, hot stamping, lining and multiple component assembly. In addition to offering the largest stock line of closures in the industry, with over 450 styles and sizes, PTI has a complementary line of heavy wall PETG and polypropylene jars. For more information about PTI, visit PTI’s web site at www.techindustries.com.

FOR ADDITIONAL INFORMATION CONTACT:

Brian J. Bauerbach	Portola Packaging, Inc.
President and Chief Executive Officer	951 Douglas Road
(630) 326-2117	Batavia, Illinois 60510
	Web Site: www.portpack.com
Michael T. Morefield	Phone:	(630) 406-8440
Senior Vice President and Chief Financial Officer		(888) 739-0936
(630) 326-2074	Fax:	(630) 406-8442
	Email:	Info@mail.portpack.com

PORTOLA PACKAGING, INC.

Audited Financial Results
(in millions)

	Q4 05			YTD 05			Q4 04			YTD 04
Sales	$	68.6		$	265.0		$	66.2		$	242.5
Cost of sales		55.8			221.0			55.6			201.8
Gross profit		12.8			44.0			10.6			40.7
Gross profit % (d)		18.7	%		16.6	%		16.0	%		16.8	%
SG&A, R&D and amortization		7.7			33.1			9.4			38.4
(Gain) loss on sale of assets		—			—			(0.5	)		(1.6	)
Asset impairment charge		—			—			1.1			1.1
Restructuring		0.6			2.5			0.3			3.8
Operating income (loss)		4.5			8.4			0.3			(1.0	)
Interest expense		4.1			16.4			4.2			15.9
Amortization of debt issuance costs		0.4			1.6			0.5			2.5
Foreign exchange (gain) loss		(0.2	)		(1.5	)		0.6			(1.0	)
Loss on warrants		—			—			—			1.9
Other (income) expense, net		—			(0.3	)		(0.3	)		(0.7	)
Income (loss) before income taxes		0.2			(7.8	)		(4.7	)		(19.6	)
Income tax expense (benefit)		0.1			2.2			(0.2	)		1.2
Net income (loss)	$	0.1		$	(10.0	)	$	(4.5	)	$	(20.8	)
Add:
Interest expense	$	4.1		$	16.4		$	4.2		$	15.9
Income tax expense		0.1			2.2			(0.2	)		1.2
Depreciation expense		3.8			14.8			4.4			17.0
Amortization of intangibles		0.2			1.0			0.3			1.2
Amortization of debt issuance costs		0.4			1.6			0.5			2.5
EBITDA (a), (c)	$	8.7		$	26.0		$	4.7		$	17.0
EBITDA % (a), (c) (d)		12.7	%		9.8	%		7.1	%		7.0	%
Adjustments to EBITDA (b), (c):
Restructuring	$	0.6			2.5		$	0.3		$	3.8
Gain on sale of assets		—			—			(0.5	)		(1.6	)
Asset impairment charge		—			—			1.1			1.1
One-time relocation costs		—			—			0.4			1.9
One time Tech facility refurbishment costs		—			—			—			0.5
Loss on warrant redemption		—			—			—			1.9
Other		0.1			0.5			0.1			(0.1	)
Adjusted EBITDA (b), (c)	$	9.4		$	29.0		$	6.1		$	24.5
Adjusted EBITDA % (b), (c) (d)		13.7	%		10.9	%		9.2	%		10.1	%

	August 31, 2005			August 31, 2004
Current assets	$	61.2		$	67.6
Property, plant and equipment, net		77.1			78.5
Other assets		41.7			43.0
Total assets	$	180.0		$	189.1
Current liabilities	$	29.9		$	34.8
Revolver debt		23.8			19.4
Senior notes		180.0			180.0
Other liabilities		2.5			1.8
Total liabilities		236.2			236.0
Other equity		5.6			4.9
Accumulated deficit		(61.8	)		(51.8	)
Total equity (deficit)		(56.2	)		(46.9	)
Total liabilities and shareholders’ equity (deficit)	$	180.0		$	189.1

(a)	EBITDA represents, for any relevant period, income (loss) before income taxes, depreciation of property, plant and equipment, interest expense (including amortization of debt issuance costs) and amortization of intangible assets.
(b)	Adjusted EBITDA represents, for any relevant period, income (loss) before income taxes, depreciation of property, plant and equipment, net interest expense, amortization of debt issuance costs, amortization of intangible assets, impairment of intangible assets, restructuring costs, one-time relocation costs, gains and losses on sale of assets and other non-recurring expenses. Adjusted EBITDA excludes restructuring charges of $0.6 million and $0.3 million for the three months ended August 31, 2005 and 2004, respectively and excludes restructuring charges of $2.5 million and $3.8 million for the fiscal year ended August 31, 2005 and 2004, respectively.
(c)	EBITDA and Adjusted EBITDA are not intended to represent and should not be considered more meaningful than, or an alternative to, net income (loss), cash flow or other measures of performance in accordance with generally accepted accounting principles. EBITDA and Adjusted EBITDA data are included because the Company understands that such information is used by certain investors as one measure of an issuer’s historical ability to service debt and because certain restrictive covenants in the Indenture are based on a term very similar to the Company’s Adjusted EBITDA.
(d)	Percentages are calculated as a percent of sales.