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): September 13, 2007
COMPASS DIVERSIFIED TRUST
(Exact name of registrant as specified in its charter)
         
Delaware
(State or other jurisdiction
of incorporation) 		  0-51937
(Commission File Number) 		  57-6218917
(I.R.S. Employer Identification
No.)
COMPASS GROUP DIVERSIFIED
HOLDINGS LLC
(Exact name of registrant as specified in its charter)
         
Delaware
(State or other jurisdiction
of incorporation) 		  0-51938
(Commission File Number) 		  20-3812051
(I.R.S. Employer Identification
No.)
Sixty One Wilton Road
Second Floor
Westport, CT 06880
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (203) 221-1703
Check the appropriate box below if the Form 8-K 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))
 
 

 

 

Section 5   Corporate Governance and Management
Item 5.03   Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
     On September 13, 2007, Compass Group Diversified Holdings LLC (the “Company”), a subsidiary of Compass Diversified Trust (the “Trust” and, together with the Company, collectively “CODI,” “us” or “we”) filed a Certificate of Amendment to Certificate of Trust (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to change the Trust’s name from “Compass Diversified Trust” to “Compass Diversified Holdings.” The name change is effective as of September 14, 2007. CODI issued a press release relating to its change of name on September 13, 2007. The Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
     Effective September 14, 2007, the Company, acting through the Board of Directors, and the Regular Trustees of the Trust at the direction of the Company, acting through the Board of Directors, amended (the “Amendment”) the Amended and Restated Trust Agreement dated as of April 25, 2006, as amended on May 23, 2007 (the “Trust Agreement”), of Compass Diversified Trust among the Company, as Sponsor, The Bank of New York (Delaware), as Delaware Trustee, and the Regular Trustees named therein to change the name of the Trust from “Compass Diversified Trust” to “Compass Diversified Holdings.” The Second Amendment to the Trust Agreement is attached hereto as Exhibit 3.2 and is incorporated herein by reference.
Section 9   Financial Statements and Exhibits
Item 9.01   Financial Statements and Exhibits
3.1   Certificate of Amendment to Certificate of Trust of Compass Diversified Trust.
3.2   Second Amendment to the Amended and Restated Trust Agreement, dated as of April 25, 2006, as amended on May 23, 2007, of Compass Diversified Trust among the Company, as Sponsor, The Bank of New York (Delaware), as Delaware Trustee, and the Regular Trustees named therein.
99.1   Press Release dated September 13, 2007.

 

 

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.
         
Date: September 13, 2007  COMPASS DIVERSIFIED TRUST
  		 
  By:   /s/ James J. Bottiglieri    
    James J. Bottiglieri    
    Regular Trustee    
 
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.
         
Date: September 13, 2007  COMPASS GROUP DIVERSIFIED
HOLDINGS LLC
  		 
  By:   /s/ James J. Bottiglieri    
    James J. Bottiglieri    
    Chief Financial Officer    
 

 

 

Exhibit 3.1
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT TO
CERTIFICATE OF TRUST
     Pursuant to Title 12, Section 3810(b) of the Delaware Statutory Trust Act, the undersigned Trust executed the following Certificate of Amendment:
       
1.
  Name of Statutory Trust: Compass Diversified Trust
       
 
     
     
 
     
2.
  The Certificate of Amendment to the Certificate of Trust is hereby amended as follows:
 
  The name of the Statutory Trust is Compass Diversified Holdings
     
 
   
     
 
   
     
 
     
     
 
  [set forth amendment(s)]
 
   
3.
  (Please complete with either upon filing or it may be a future effective date that is within 90 days of the file date) This Certificate of Amendments shall be effective upon filing           .
 
   
 
  IN WITNESS WHEREOF , the undersigned have executed this Certificate on the 13      day of September           , 2007 A.D.
         
     
  By:   /s/ James J. Bottiglieri    
    Trustee   
       
 
         
     
  Name:   James J. Bottiglieri    
    Type or Print   
     
 

 

 

Exhibit 3.2
SECOND AMENDMENT
      THIS SECOND AMENDMENT (“ Second Amendment ”) effective as of September 14, 2007, to the Amended and Restated Trust Agreement, as amended (“ Agreement ”) of Compass Diversified Trust, a Delaware statutory trust (the “ Trust ”), effective as of April 25, 2006, the effective date of the Agreement, by and among COMPASS GROUP DIVERSIFIED HOLDINGS LLC, a Delaware limited liability company (the “ Sponsor ”), THE BANK OF NEW YORK (DELAWARE), a Delaware banking corporation, as Delaware trustee (in such capacity, the “ Delaware Trustee ”), and MR. ALAN B. OFFENBERG and MR. JAMES J. BOTTIGLIERI, as the regular trustees (each a “ Regular Trustee ” , together “ Regular Trustees ” and, collectively with the Delaware Trustee, the “ Trustees ”).
     The Sponsor and the Trustees hereby agree as follows:
     1.     All references in the Agreement to “Compass Diversified Trust” shall be replaced with the name “Compass Diversified Holdings.”
     2.     The Sponsor and the Trustees otherwise ratify and confirm the Agreement.
     3.     This Second Amendment may be executed in any number of counterparts with the same effect as if all of the parties had signed the same document. All counterparts shall be construed together and shall constitute one agreement.
[signatures on following page]

 

 

      IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written.
SPONSOR:
Compass Group Diversified Holdings LLC,
a Delaware limited liability company
           
     
  By:   /s/ I. Joseph Massoud    
  Name:   I. Joseph Massoud    
  Its:   Chief Executive Officer   
 
REGULAR TRUSTEES:
           
     
  /s/ James J. Bottiglieri    
  James J. Bottiglieri    
     
 
           
     
  /s/ Alan B. Offenberg    
  Alan B. Offenberg    
     
 

 

 

Exhibit 99.1
(KCSA LOGO)
     
Compass Diversified Trust
  Investor Relations Contact:
Jim Bottiglieri
  KCSA Worldwide
Chief Financial Officer
  Jeffrey Goldberger / Garth Russell
203.221.1703
  212.896.1249 / 212.896.1250
jim@compassequity.com
  jgoldberger@kcsa.com / grussell@kcsa.com
Compass Diversified Trust Announces Name Change
WESTPORT, CT, September 13, 2007 — Compass Diversified Trust (Nasdaq GS: CODI), announced today that it has formally changed its name to “Compass Diversified Holdings,” effective September 14, 2007, pursuant to a Certificate of Amendment to Certificate of Trust filed with the Delaware Secretary of State.
About Compass Diversified Holdings (“CODI”)
CODI was formed to acquire and manage a group of middle market businesses that are headquartered in North America. CODI provides public investors with an opportunity to participate in the ownership and growth of companies which have historically been owned by private equity firms or wealthy individuals or families. CODI’s disciplined approach to its target market provides opportunities to methodically purchase attractive businesses at values that are accretive to its shareholders. For sellers of businesses, CODI’s unique structure allows CODI to acquire businesses efficiently with no financing contingencies and, following acquisition, to provide its companies with substantial access to growth capital.
Upon acquisition, CODI works with the executive teams of its subsidiary companies to identify and capitalize on opportunities to grow those companies’ earnings and cash flows. These cash flows support distributions to CODI shareholders, which are intended to be steady and growing over the long term.
Subsidiary Businesses
Aeroglide Holdings, Inc. and its consolidated subsidiaries, referred to as Aeroglide, is a designer and manufacturer of industrial drying and cooling equipment, primarily used in the production of a variety of human foods, animal and pet feeds, and industrial products. Aeroglide is based in Cary, NC and was founded in 1940.
American Furniture Manufacturing, Inc. is a leading U.S. manufacturer of upholstered furniture, focused exclusively on the promotional segment of the furniture industry. American Furniture, headquartered in Ecru, Mississippi, is one of the nation’s leading low-cost manufacturer of a broad product line of stationary and
(LETTERHEAD)

 

 

motion furniture, including sofas, loveseats, sectionals, recliners and complementary products. American Furniture has the ability to ship any product in its line within 48 hours of receiving an order.
Anodyne Medical Device, Inc. and its consolidated subsidiaries, referred to as AMD, is a manufacturer of medical support surfaces and patient positioning devices, primarily used for the prevention and treatment of pressure wounds experienced by patients with limited or no mobility. AMD is based in Los Angeles, CA and was founded in 2005.
CBS Personnel Holdings, Inc. and its consolidated subsidiaries, referred to as CBS Personnel, is a provider of temporary staffing services in the United States. CBS Personnel is headquartered in Cincinnati, OH, operates 144 branch locations in 18 states and was founded in 1970.
Compass AC Holdings, Inc. and its consolidated subsidiary, referred to as Advanced Circuits, is a manufacturer of low-volume quick-turn and prototype rigid printed circuit boards (“PCBs”). Advanced Circuits is based in Aurora, CO and was founded in 1989.
Halo Lee Wayne LLC and its consolidated subsidiaries, referred to as Halo, is a distributor of customized promotional products and serves more than 30,000 customers as a one-stop-shop resource for design, sourcing, management and fulfillment across all categories of its customers’ promotional products needs. Halo is based in Sterling, IL and was founded in 1952.
Silvue Technologies Group, Inc. and its consolidated subsidiaries, referred to as Silvue, is a developer and manufacturer of proprietary, high-performance coating systems for polycarbonate, glass, acrylic, metals and other substrate materials used in the premium eyewear, aerospace, automotive and industrial markets. Silvue is based in Anaheim, CA and was founded in 1986.
To find out more about Compass Diversified Holdings, please visit www.compassdiversifiedtrust.com.
This press release may contain certain forward-looking statements, including statements with regard to the future performance of the Company. Words such as “believes,” “expects,” “projects,” and “future” or similar expressions, are intended to identify forward-looking statements. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions. Certain factors could cause actual results to differ materially from those projected in these forward-looking statements, and some of these factors are enumerated in the risk factor discussion in the Form 10-K filed by CODI with the Securities and Exchange Commission for the year ended December 31, 2006 and Form 10-Qs and other filings with the Securities and Exchange Commission. CODI undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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