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):	May 31, 2006

InFocus Corporation

(Exact name of registrant as specified in its charter)

Oregon	000-18908	93-0932102
(State or other jurisdiction of incorporation)	(Commission file number)	(IRS employer identification number)

27700B SW Parkway Avenue, Wilsonville, Oregon 97070

(Address of principal executive offices, including zip code)

(503) 685-8888

(Registrant’s 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:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

InFocus Corporation
FORM 8-K

INDEX TO CURRENT REPORT ON FORM 8-K

Item	Description	Page
1.01	Entry into a Material Definitive Agreement	2
9.01	Financial Statements and Exhibits	2

1

Item 1.01       Entry into a Material Definitive Agreement

On May 31, 2006, InFocus Corporation (the “Company”) received an extension letter from Wells Fargo Foothill related to the Company’s $25 million line of credit, which moves the due date for providing the bank with audited financial statements for its fiscal year 2005. The extended due date for providing Wells Fargo Foothill with the audited financial statements for fiscal year 2005 is July 7, 2006.

A copy of the extension letter is attached as Exhibit 10.1 to this report and is incorporated herein. The foregoing description of the letter does not purport to be complete and is qualified in its entirety by reference to such exhibit.

Item 9.01       Financial Statements and Exhibits

(d)	Exhibits. The following exhibit is attached hereto and this list is intended to constitute the exhibit index.
	10.1   Letter Extension for Delivery of Annual Financial Statements

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned thereunto duly authorized.

		INFOCUS CORPORATION
Dated: June 2, 2006	By	/s/  C. Kyle Ranson
		C. Kyle Ranson
		President and Chief Executive Officer
	By	/s/  Roger Rowe
		Roger Rowe
		Vice President Finance, Chief Financial Officer and Secretary

3

EX-10.1

EXHIBIT 10.1

May 31, 2006

InFocus Corporation
27700 SW Parkway
Wilsonville, OR 97070
Attn:  Roger Rowe, CFO

Re:Second Extension of Delivery of Annual Financial Statements

Mr. Roger Rowe:

Reference is hereby made to (a) that certain Credit Agreement, dated as of October 25, 2004 (as amended to date, the “Credit Agreement”), by and among InFocus Corporation, an Oregon corporation (“Borrower”), the lenders from time to time signatory to the Credit Agreement (the “Lenders”) and Wells Fargo Foothill, Inc., a California corporation, in its capacity as agent for the Lenders and Bank Product Providers (in such capacity, “Agent”) and (b) that certain extension letter of delivery of annual financial statements, dated March 8, 2006, issued by Agent to Borrower (the “First Extension Letter”). All capitalized terms used in this letter without definition shall have the meanings assigned thereto in the Credit Agreement.

Pursuant to the terms of items (f) and (h) of Schedule 5.3 to the Credit Agreement and the First Extension Letter, Borrower is to deliver to Agent its annual audited financial statements and a Compliance Certificate with respect thereto, all as more fully described in said Schedule 5.3, on or before May 31, 2006. Borrower has informed Agent that it is unable to deliver the annual audited financial statements for its fiscal year ending December 31, 2005 and accompanying Compliance Certificate (the “2005 Financial Statements”) within such time frame and has requested that Agent grant an extension thereof. Agent hereby agrees that an Event of Default shall not be deemed to have occurred as a result of Borrower’s failure to deliver the 2005 Financial Statements on or prior to May 31, 2006 so long as the 2005 Financial Statements is delivered to Agent on or prior to July 7, 2006 and otherwise in accordance with Schedule 5.3 of the Credit Agreement; provided, however, (i) any other Default or Event of Default arising from or disclosed by the delivery to Agent of the 2005 Financial Statements shall be deemed to have arisen or disclosed, as the case may be, on March 31, 2006 and (ii) the extension provided in this letter is conditioned on Borrower providing Agent, promptly upon its request, with updates as to the status of, and other information with respect to, all audits and investigations with respect to the 2005 Financial Statements, all in form and content satisfactory to Agent.

Except as expressly set forth herein, nothing contained in this letter shall diminish, prejudice or waive any of Agent’s or any Lender’s rights and remedies under the Credit Agreement, any other Loan Document or applicable law, all of which are hereby reserved.

This extension letter is a supplement to the Credit Agreement and a Loan Document.

Very truly yours,

WELLS FARGO FOOTHILL, INC.,

a California corporation,

as Agent and as the sole Lender

/s/ Thomas Forbath

Thomas Forbath

Vice President