~~Table~~UNITED ofSTATES SECURITIES ~~Contents~~AND EXCHANGE COMMISSION

~~UNITED~~WASHINGTON, ~~STATES SECURITIES~~DC ~~AND EXCHANGE COMMISSION~~20549

~~WASHINGTON,~~FORM ~~D.C. 20549~~8-K

~~FORM~~CURRENT ~~8-K~~REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~CURRENT~~Date ~~REPORT Pursuant~~of toreport ~~Section 13 or 15~~(d)Date of ~~the Securities~~earliest ~~Exchange~~event ~~Act~~reported) ofJuly 31, ~~1934~~ 2009

~~Date of report (Date of earliest event reported) July 28~~ZILA, ~~2009~~INC.

~~ZILA,~~(Exact ~~INC.~~ Name of Registrant as Specified in Charter)

(Exact Name of Registrant as Specified in Charter)


Delaware	0-17521	86-0619668

(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

16430 North Scottsdale Road, Suite 450, Scottsdale, Arizona 85254-1770

Delaware		0-17521		86-0619668
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

(Address of Principal Executive Offices)

(602) 266-6700

~~16430~~(Registrant’s ~~North~~telephone ~~Scottsdale Road~~number, ~~Suite 450,~~including ~~Scottsdale,~~area ~~Arizona 85254-1770~~code)

Not Applicable

(~~Registrant’s~~Former ~~telephone~~Name ~~number~~or Former Address, ~~including~~if ~~area~~Changed ~~code~~Since Last Report)

~~(Former~~Check ~~Name~~the orappropriate ~~Former~~box ~~Address,~~below if ~~Changed~~the ~~Since~~Form ~~Last~~8-K ~~Report~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

~~Check~~o Written ~~the~~communications ~~appropriate~~pursuant ~~box below if the Form 8-K filing is intended~~ to ~~simultaneously~~ ~~satisfy~~Rule 425 ~~the~~under ~~filing obligation of~~ the ~~registrant under any~~Securities ofAct ~~the following provisions~~ (~~see~~17 ~~General~~CFR ~~Instruction A~~230.~~2. below~~425):

o ~~Written~~ Soliciting ~~communications~~material pursuant to Rule ~~425~~14a-12 under the ~~Securities Act~~Exchange Act (17 CFR ~~230~~240.~~425~~14a-12)

~~þ Soliciting~~o Pre-commencement ~~material~~communications pursuant to Rule ~~14a~~14d-122(b) under the Exchange Act (17 CFR 240.~~14a~~14d-122(b))

o Pre-commencement communications pursuant to Rule ~~14d~~13e-24(bc) under the Exchange Act (17 CFR 240.~~14d~~13e-24(bc))

~~o Pre-commencement communications pursuant to Rule~~Item ~~13e-4(c)~~8.01. ~~under the~~Other ~~Exchange Act (17 CFR 240~~Events.~~13e-4(c))~~

~~TABLE~~ As OFpreviously ~~CONTENTS~~reported, we did not make the quarterly interest payments due on January 31, 2009 and April 30, 2009 under our Senior Secured Convertible Notes (the “Notes”). In addition, we did not make the quarterly interest payment due today, July 31, 2009. Each failure to make an interest payment constitutes an event of default under our Notes.

	Item 1.01 Entry into a Material Definitive Agreement.
	Item 8.01 Other Events
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EX-2.1
EX-10.1
EX-99.1

We have not received a notice of default or acceleration from the note holder as of the date of this filing, which is required prior to any of the principal amount becoming due and payable as a result of such defaults. In addition, pursuant to a Forbearance Agreement, dated July 28, 2009, the holder of our Notes agreed to forbear, for a certain period of time and subject to certain conditions, from exercising its rights under the Notes to accelerate the payment of all or part of the outstanding principal amount of the Notes and accrued and unpaid interest as a result of, among other things, our failure to make the interest payments due on January 31, 2009, April 30, 2009 and July 31, 2009. Upon the occurrence and during the continuation of any event of default, all amounts outstanding under the Notes bear interest at a default rate of 15.0% per annum.

~~Table of Contents~~SIGNATURES

~~Item 1.01~~ Pursuant ~~Entry~~to ~~into~~the arequirements ~~Material~~of ~~Definitive~~the ~~Agreement~~Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~First~~Dated: ~~Amendment~~July 31, ~~to Agreement and Plan of Merger~~2009

~~As previously announced, on June 25, 2009, Zila, Inc. (“~~ZILA”), ~~TOLMAR Holding, Inc~~INC. ~~(“Tolmar”),~~ ~~and~~By: ~~Project~~/s/ ZGary ~~Acquisition Sub, Inc~~V. ~~(“Acquisition~~Klinefelter ~~Sub”)~~Gary ~~entered into an Agreement and Plan of Merger (the “Merger Agreement”)~~V. ~~Pursuant~~Klinefelter toVice ~~the~~President ~~terms of the Merger Agreement, Acquisition Sub will merge with~~ and ~~into~~General ~~ZILA, with ZILA surviving as a wholly-owned subsidiary of Tolmar.~~ Counsel

On July 28, 2009, ZILA, Tolmar and Acquisition Sub entered into First Amendment to Agreement and Plan of Merger (the “Amendment”) to modify certain terms of the Merger Agreement. Pursuant to the Amendment, the Merger Agreement has been amended as follows:

• The merger consideration was increased from $0.38 per share to $0.45 per share for holders of shares of ZILA common stock. • The merger consideration was increased from $0.44 per share to $0.50 per share for holders of ZILA Series B Convertible Preferred Stock. • Certain covenants and closing conditions were amended or deleted. • ZILA updated its confidential disclosure schedules to reflect developments since the date of the Merger Agreement.

The foregoing description of the Amendment is only a summary, does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Forbearance Agreement

ZILA has received notice from Tolmar that Tolmar has acquired from Visium Balanced Master Fund, Ltd. and Atlas Master Fund, Ltd. the Third Amended and Restated Senior Secured Convertible Notes, dated November 28, 2006 (the “Notes”), issued by ZILA, in the aggregate principal amount of $12,000,001.20 (the “Note Purchase”). Following the Note Purchase, on July 28, 2009, Tolmar, ZILA, and certain of ZILA’s subsidiaries entered into a Forbearance Agreement (the “Forbearance Agreement”). Pursuant to the Forbearance Agreement, Tolmar has agreed to forbear, for a certain period of time and subject to certain conditions, from exercising its rights under the Notes to accelerate the payment of all or part of the outstanding principal amount of the Notes and accrued and unpaid interest as a result of, among other things, (i) ZILA’s past failure to make the interest payments due on January 31, 2009 and April 30, 2009 and (ii) ZILA’s anticipated failure to make the interest payment due on July 31, 2009.

The foregoing description of the Forbearance Agreement is only a summary, does not purport to be complete and is qualified in its entirety by reference to the Forbearance Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Important Additional Information and Where to Find It

On July 2, 2009, ZILA filed with the Securities and Exchange Commission (the “SEC”) a preliminary proxy statement relating to the proposed merger with Tolmar. ZILA intends to file a definitive proxy statement and other relevant materials with the SEC in the near future. These materials will also be mailed to ZILA’s stockholders. STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND RELATED MATERIALS IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE. SUCH MATERIALS WILL CONTAIN IMPORTANT INFORMATION ABOUT ZILA, TOLMAR AND THE PROPOSED MERGER TRANSACTION, AND STOCKHOLDERS SHOULD CAREFULLY CONSIDER THEM BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS IN CONNECTION WITH THE PROPOSED MERGER TRANSACTION.

ZILA’s stockholders will be able to obtain free copies of the proxy statement for the proposed merger (when it is available) and other documents filed with the SEC by ZILA through the website maintained by the SEC at www.sec.gov. In addition, ZILA’s stockholders will be able to obtain free copies of the proxy statement and other materials filed with the SEC by contacting Zila, Inc., 16430 North Scottsdale Road, Suite 450, Scottsdale, Arizona, 85254-1770, Attention: Gary V. Klinefelter, Vice President, General Counsel and Secretary or by calling (602) 266-6700. Neither this Current Report on Form 8-K nor the press release filed as an exhibit hereto constitutes an offer of any securities of ZILA for sale or the solicitation of any proxy.

ZILA, its directors, executive officers and other members of its management and employees may be deemed to be participants in the solicitation of proxies from ZILA’s stockholders in favor of the proposed merger with Tolmar. Information regarding ZILA’s directors and executive officers and their respective interests in the proposed merger (which may be different from those of ZILA’s stockholders generally) is included in the proxy statements, the Annual Reports on Form 10-K and the Quarterly Reports on Form 10-Q that ZILA has previously filed with the SEC. When it becomes available, the definitive proxy statement relating to the proposed merger will include information regarding all of ZILA’s participants in the solicitation of proxies in favor of approving the merger. Stockholders of ZILA can obtain free copies of these documents by using the contact information provided above.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are based largely on ZILA’s expectations or forecasts of future events, can be affected by inaccurate assumptions and are subject to various business risks and known and unknown uncertainties, a number of which are beyond ZILA’s control. Forward-looking statements include, but are not limited to, statements about the proposed merger involving ZILA and Tolmar and other statements that are not historical facts. The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: the failure of ZILA’s stockholders to approve the proposed merger; the failure of ZILA or Tolmar to satisfy any other condition to the completion of the proposed merger; and the risk that the proposed merger will be delayed. Additional factors that may affect future results are discussed in ZILA’s Form 10-K for its fiscal year ended July 31, 2008 and Form 10-Q for the quarter ended April 30, 2009. ZILA disclaims any obligation to update and/or revise statements contained in these materials based on new information or otherwise.

Item 8.01 Other Events

On July 28, 2009, ZILA issued a press release related to the Amendment and the Forbearance Agreement. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
2.1		First Amendment to Agreement and Plan of Merger, dated July 28, 2009, by and among TOLMAR Holding, Inc., Project Z Acquisition Sub, Inc. and Zila, Inc.

Exhibit No.		Description
10.1		Forbearance Agreement, dated July 28, 2009, by and among Zila, Inc., certain of its subsidiaries and TOLMAR Holding, Inc.
99.1		Press Release of Zila, Inc., dated July 28, 2009 and entitled “Zila Merger Agreement with Tolmar Amended to Reflect Higher Stock Price.”

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.

Dated: July 28, 2009
	ZILA, INC.
	/s/ Gary V. Klinefelter
	By: Gary V. Klinefelter
	Vice President and General Counsel

EXHIBIT INDEX

Exhibit No.		Description
2.1		First Amendment to Agreement and Plan of Merger, dated July 28, 2009, by and among TOLMAR Holding, Inc., Project Z Acquisition Sub, Inc. and Zila, Inc.
10.1		Forbearance Agreement, dated July 28, 2009, by and among Zila, Inc., certain of its subsidiaries and TOLMAR Holding, Inc.
99.1		Press Release of Zila, Inc., dated July 28, 2009 and entitled “Zila Merger Agreement with Tolmar Amended to Reflect Higher Stock Price.”

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