-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WNjPwwP0LnRjzs0FjrywXaEUtFEj/zYK0MGxGKS21qtmQShrICgwtTbhiyCyRZCc mPEMtlmJCKAVg7Eb+28pfQ== 0000950152-06-004913.txt : 20060602 0000950152-06-004913.hdr.sgml : 20060602 20060602170526 ACCESSION NUMBER: 0000950152-06-004913 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060602 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20060602 DATE AS OF CHANGE: 20060602 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PORTOLA PACKAGING INC CENTRAL INDEX KEY: 0000788983 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 941582719 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 033-95318 FILM NUMBER: 06883977 BUSINESS ADDRESS: STREET 1: 951 DOUGLAS ROAD CITY: BATAVIA STATE: IL ZIP: 60510 BUSINESS PHONE: 630-406-8440 MAIL ADDRESS: STREET 1: 951 DOUGLAS ROAD CITY: BATAVIA STATE: IL ZIP: 60510 8-K 1 j2067001e8vk.htm PORTOLA PACKAGING, INC. 8-K Portola Packaging, Inc. 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
June 2, 2006
Date of Report (Date of earliest event reported)
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 1.01 Entry into Material Definitive Agreement
     The Company is a defendant in a suit filed by Blackhawk Molding Co., Inc. (“Blackhawk”) on August 28, 2003 in the U.S. District Court for the Northern District of Illinois, Eastern Division. Blackhawk alleges that a “single stick” label attached to the Company’s five-gallon caps causes the Company’s caps to infringe a patent held by it and is seeking damages. The Company answered the complaint denying all allegations and asserting that its product does not infringe the Blackhawk patent and that the patent was invalid. During the Company’s third fiscal quarter ended May 31, 2006 the Court issued a ruling that the Company’s product infringed Blackhawk’s patent and struck the Company’s defense of unenforceability of the patent, but ruled that the Company’s defense alleging that Blackhawk’s patent was invalid would be tried. The Court also urged the parties to consider settling the suit. In May 2006 the parties agreed to settlement mediation. During the course of the settlement discussions the parties exchanged information on damage claims which ranged from zero to over $70.0 million.
     Pursuant to the mediation, on May 31, 2006, the Company signed a settlement agreement with Blackhawk to settle the suit. The agreement provides that the Company will pay Blackhawk $4.0 million by June 30, 2006 and $0.5 million per quarter for four quarters thereafter and $0.25 million per quarter for an additional four quarters. The Company has already switched to an alternative label for its customers, which is not covered by the Blackhawk patent. The agreement does allow the Company to use up any of its inventory of single stick labels. The agreement ends the significant legal expenses that the Company has been incurring in the past and would have continued to incur in the future for this litigation and eliminates the risks and uncertainties of the litigation. The Company has sufficient cash flow from operations and ample lines of credit to make these payments.
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: June 2, 2006
  By:   /s/ Kim Wehrenberg
 
       
 
      Kim Wehrenberg
Vice President, General Counsel and Secretary

 

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