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) :
April 30, 2010

Crystal Rock Holdings, Inc.
___________________________
 
(Exact Name of Registrant as Specified in its Charter)
 
 
 Delaware     000-31797      03-0366218
 (State of incorporation)      (SEC File No.)       (IRS Employer ID No.)
 

                                                                    

1050 Buckingham St., Watertown, CT 06795
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code:
860-945-0661

Vermont Pure Holdings, Ltd.
______________________________________________
(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:

[ ] Written communications pursuant to Rule 425 under the Securities Exchange Act (17 CFR 230.425)

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

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

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

 
 
 
 
 
 
 
Item 1.01  Entry Into A Material Definitive Agreement.
 
We refer to the Company’s lawsuit filed in May 2006 in the Superior Court Department, County of Suffolk, Massachusetts, CA No. 06-1814, against three law firms and individual members thereof that had been representing the Company in litigation, as more fully described in Part I, Item 3 of our Annual Report on Form 10-K for the Year Ended October 31, 2009, and Part II, Item 1 of our Quarterly Report on Form 10-Q for the Quarter Ended January 31, 2010.  We incorporate both of those Items by reference here.
 
 
As previously reported, in July 2009 we entered into settlement agreements with some of the defendants in the lawsuit and settled the case in part, receiving at that time a payment of $3 million.
 
 
On May 6, 2010, the Company reached a settlement with all of the remaining defendants in the action, pursuant to which mutual releases have been executed.  The case is now concluded.  Pursuant to the settlement, the Company will receive a one-time payment of $3.5 million, which will be reflected in the Company’s financial statements in the quarter ending July 31, 2010.
 
 
Item 3.03 Material Modifications to Rights of Security Holders.
 
 
See the disclosure set forth below under Item 5.03, incorporated herein by this reference.
 
 
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
 
On May 3, 2010, Vermont Pure Holdings, Ltd. (the “Company”) issued a press release stating that it changed its corporate name to “Crystal Rock Holdings, Inc.”
 
Effective May 1, 2010, the Company changed its corporate name by means of a merger of its wholly owned Delaware corporate subsidiary, Crystal Rock Holdings, Inc., with and into the Company.  To effect that merger, the Company filed a certificate of ownership and merger with the Secretary of State of the State of Delaware.  That certificate states that the current certificate of incorporation of the Company will continue as the certificate of incorporation of the Company after the merger, except that the current certificate of incorporation of the Company was amended in the merger so that the corporate name of the Company will be “Crystal Rock Holdings, Inc.” instead of “Vermont Pure Holdings, Ltd.”  The certificate of ownership and merger states that the effective date and time of the merger and related name change was as of 12:01 A.M. Eastern Time on May 1, 2010.
 
Except for this change in corporate name, the Company’s capital stock, business and operations will not be affected by this merger.
 
The foregoing description of the certificate of ownership and merger does not purport to be complete and is qualified in its entirety by the terms and conditions of the certificate of ownership and merger, a copy of which is filed as Exhibit 3.1 to this Form 8-K and is incorporated by reference.  A copy of the press release issued by the Company on May 3, 2010 referenced above is filed as Exhibit 99.1 to this Form 8-K.
 
Item 9.01 Financial Statements and Exhibits.
 
 
(d)  
3.1  Certificate of Ownership and Merger of Crystal Rock Holdings, Inc. with and into Vermont Pure Holdings, Ltd.
 
 
99.1  
  Press release issued by the Company on May 3, 2010.
 


 
 
 
 




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 thereunto duly authorized.
 
 
Crystal Rock Holdings, Inc.
 
       
Date:  May 6, 2010
By:
/s/ Bruce S. MacDonald  
    By: Bruce S. MacDonald  
    Chief Financial Officer  
       

 
 
 
 
 
 
 
 
 
 
 
 
 
Exhibit Index
 

 
Exhibit No.
 
Description
3.1
 
Certificate of Ownership and Merger of Crystal Rock Holdings, Inc. with and into Vermont Pure Holdings, Ltd.
     
99.1
 
Press release issued by the Company on May 3, 2010.

 
Exhibit 3.1

CERTIFICATE OF OWNERSHIP AND MERGER
OF
CRYSTAL ROCK HOLDINGS, INC.
WITH AND INTO
VERMONT PURE HOLDINGS, LTD.
__________________________________________
 
Pursuant to Section 253 of the
General Corporation Law of the State of Delaware
 
__________________________________________

 
Vermont Pure Holdings, Ltd., a Delaware corporation (the “Company”), does hereby certify to the following facts relating to the merger (the “Merger”) of Crystal Rock Holdings, Inc., a Delaware corporation (the “Subsidiary”), with and into the Company, with the Company remaining as the surviving corporation under the name of Crystal Rock Holdings, Inc.:
 
FIRST:
The Company and the Subsidiary are each incorporated pursuant to the General Corporation Law of the State of Delaware (the “DGCL”) and are the constituent corporations in the Merger.
 
SECOND:
The Company owns all of the outstanding shares of capital stock of the Subsidiary.
 
THIRD:
The Board of Directors of the Company, by the following resolutions adopted by unanimous written consent April 8, 2010, duly determined to merge the Subsidiary with and into the Company pursuant to Section 253 of the DGCL:
 
WHEREAS, Vermont Pure Holdings, Ltd., a Delaware corporation (the “Company”), owns all of the outstanding shares of the capital stock of Crystal Rock Holdings, Inc., a Delaware corporation (the “Subsidiary”); and
 
WHEREAS, the Board of Directors of the Company has deemed it advisable that the Subsidiary be merged with and into the Company pursuant to Section 253 of the General Corporation Law of the State of Delaware;
 
NOW, THEREFORE, BE IT AND IT HEREBY IS
 
RESOLVED, that the Subsidiary be merged with and into the Company (the “Merger”); and it is further
 
RESOLVED, that by virtue of the Merger and without any action on the part of the holder thereof, each then outstanding share of common stock of the Company shall remain unchanged and continue to remain outstanding as one share of common stock of the Company, held by the person who was the holder of such share of common stock of the Company immediately prior to the Merger; and it is further
 
RESOLVED, that by virtue of the Merger and without any action on the part of the holder thereof, each then outstanding share of common stock of the Subsidiary shall be cancelled and no consideration shall be issued in respect thereof; and it is further
 
RESOLVED, that the certificate of incorporation of the Company as in effect immediately prior to the effective time of the Merger shall be the certificate of incorporation of the surviving corporation, except that Article FIRST thereof shall be amended to read in its entirety as follows:
 
FIRST:  The name of the corporation is Crystal Rock Holdings, Inc.
 
RESOLVED, that the proper officers of the Company be and they hereby are authorized and directed to make, execute and acknowledge, in the name and under the corporate seal of the Company, a certificate of ownership and merger for the purpose of effecting the merger and to file the same in the office of the Secretary of State of the State of Delaware, and to do all other acts and things that may be necessary to carry out and effectuate the purpose and intent of the resolutions relating to the Merger; and it is further
 
RESOLVED, that the proper officers of the Company be and they hereby are authorized and directed to effect the change of name described in these resolutions in the Company’s by-laws, employee benefit plans, financing statements, registries of deeds, tax returns, domain names and all such other agreements, documents, instruments and signage as they may determine to be necessary, appropriate or desirable.
 
FOURTH:            The Company shall be the surviving corporation of the Merger.
 
FIFTH:
The certificate of incorporation of the Company as in effect immediately prior to the effective time of the Merger shall be the certificate of incorporation of the surviving corporation, except as Article FIRST thereof shall be amended to read in its entirety as follows:
 
FIRST:  The name of the corporation is Crystal Rock Holdings, Inc.
 
SIXTH:
This Certificate of Ownership and Merger, the Merger effected hereby, and the amendment to the certificate of incorporation of the Company effected thereby shall become effective at 12:01 a.m. Eastern Time on May 1, 2010.
 
IN WITNESS WHEREOF, the Company has caused this Certificate of Ownership and Merger to be executed by its duly authorized officer this 20th day of April, 2010.
 
  VERMONT PURE HOLDINGS, LTD.  
       
 
By:
/s/ Bruce S. MacDonald  
    Bruce MacDonald, VP/CFO  
       
       
 
 
Exhibit 99.1

Vermont Pure Holdings, Ltd. Changes Name to Crystal Rock Holdings, Inc.

 
Watertown, CT – May 3, 2010: Vermont Pure Holdings, Ltd. (NYSE: Amex) announced that it has changed its corporate name to Crystal Rock Holdings, Inc., effective May 1, 2010.  In connection with the name change, the Company will also change its ticker symbol from “VPS” to “CRVP.”
 
The Company’s capital stock, business and operations will not be affected by this name change. The Company’s stockholders will not be required to exchange their Vermont Pure Holdings, Ltd. stock certificates for Crystal Rock Holdings, Inc. stock certificates.  The Vermont Pure stock certificates will continue to represent shares of stock of the Company.
 
 
Crystal Rock Holdings, Inc. (NYSE: Amex - CRVP), the largest independent home and office distributor of its kind in the United States, markets water, coffee and other home and office refreshment products throughout the Northeast through its subsidiary Crystal Rock LLC. The Company bottles and distributes natural spring water under the Vermont Pure® brand and purified water with minerals added under the Crystal Rock® label. The majority of its sales are derived from a route distribution system that delivers water in 3- to 5-gallon reusable and recyclable bottles. The Company continues to set high standards in the bottled water industry through its technical innovation, commitment to the environment and by integrating its family roots into relationships with employees and customers. More information is available at http://www.crystalrock.com .