UNITEDTable STATES SECURITIESof AND EXCHANGE COMMISSION Contents

~~Washington,~~UNITED ~~D.C.~~STATES SECURITIES ~~20549~~AND EXCHANGE COMMISSION

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

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

~~Date~~CURRENT ofREPORT Pursuant ~~Report~~to Section 13 or 15(~~Date~~d) of the ~~earliest~~Securities ~~event~~Exchange ~~reported):~~Act ~~January 13,~~of ~~2005~~1934

~~THREE~~Date ~~FIVE~~of ~~SYSTEMS~~Report (Date of earliest event reported): June 13, ~~INC.~~ 2006

~~(Exact~~THREE ~~name~~FIVE ofSYSTEMS, ~~registrant as specified in its charter)~~INC.

DELAWARE	1-4373	86-0654102
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

(Exact name of registrant as specified in its charter)

7702 E. Doubletree Ranch Road, Suite 300 Scottsdale, AZ 85258 (Address of Principal Executive Offices) (Zip Code)


DELAWARE	1-4373	86-0654102
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

~~Registrant’s~~7702 ~~telephone~~E. ~~number~~Doubletree Ranch Road, ~~including~~Suite 300 Scottsdale, ~~area~~AZ 85258 (Address ~~code:~~of ~~602-389-8600~~Principal Executive Offices) (Zip Code)

~~Check~~Registrant’s ~~the~~telephone ~~appropriate~~number, ~~box~~including ~~below~~area ifcode: ~~the Form 8~~602-~~K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):~~ 389-8600

oCheck ~~Written~~the ~~communications~~appropriate ~~pursuant~~box tobelow ~~Rule~~if ~~425 under~~ the ~~Securities~~Form ~~Act~~8-K ~~(17~~filing ~~CFR~~is ~~230.425)~~intended ~~o Soliciting material pursuant~~ to ~~Rule~~simultaneously ~~14a-12~~satisfy ~~under~~ the filing ~~Exchange~~obligation ~~Act~~of ~~(17~~the ~~CFR~~registrant ~~240.14a-12)~~under oany ~~Pre-commencement~~of ~~communications pursuant to Rule 14d-2(b) under~~ the ~~Exchange~~following ~~Act~~provisions (17see ~~CFR~~General ~~240~~Instruction A.~~14d-~~2~~(b))~~. ~~o Pre-commencement communications pursuant to Rule 13e-4(c~~below) ~~under the Exchange Act (17 CFR 240.13e-4(c))~~:

~~Item 8~~o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.01425) ~~Other~~o ~~Events~~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))

~~Three-Five~~TABLE ~~Systems~~OF ~~Files Bankruptcy Plan Awaits Bankruptcy Court Approval~~ CONTENTS

On Friday, January 13, 2006, Three-Five Systems, Inc. (the “Registrant”) released a statement informing investors that it has filed a joint plan of reorganization (the “Plan”) with its wholly owned subsidiary, TFS-DI, Inc. (“TFS-DI”) in their respective bankruptcy cases. The Plan proposes a reorganization of the Registrant and TFS-DI into one post-bankruptcy entity (“Reorganized TFS”). If the Bankruptcy Court approves the Plan, Reorganized TFS’s operations will be limited to the liquidation and monetization of all Reorganized TFS’s non-cash assets. These assets comprise the cash and non-cash assets of both the Registrant and TFS-DI, which will be substantively consolidated under the Plan. The Registrant anticipates that sufficient cash will exist in the consolidated estate on the Plan’s effective date to pay all claims of all creditors in all classes under the Plan in full, with interest at the legal rate, and that there will be final cash distributions to the Registrant’s shareholders. The complete press release is attached hereto as Exhibit 99.1.


	Item 8.01 Other Events.
	Item 9.01 Exhibits
SIGNATURES
EX-99.1

Item 9.01Table Exhibits of Contents

~~Exhibit 99~~Item 8.101 ~~Press~~Other ~~release of Three-Five Systems, Inc~~Events. ~~dated January 13, 2005.~~

~~SIGNATURES~~Three-Five Systems Reaches Key Settlements Awaits Bankruptcy Court Approval and Confirmation of its Plan

~~Pursuant~~Three-Five toSystems, Inc. (the ~~requirements~~“Registrant”) ofhas reached a settlement agreement (the ~~Securities~~“Settlement Agreement”) ~~Exchange~~with ~~Act~~TFS ofElectronic ~~1934~~Manufacturing Systems, Inc. (“EMS”), and the ~~registrant~~Official ~~has~~Committee ~~duly~~of ~~caused~~Unsecured ~~this~~Creditors ~~report~~in tothe bebankruptcy ~~signed~~case onof ~~its~~EMS ~~behalf~~(the “UCC”) and CGNSW-Willows, Inc. (“Willows”). The Settlement Agreement awaits approval by the ~~undersigned~~bankruptcy ~~hereunto~~court ~~duly~~(the ~~authorized~~“Court”).

	THREE FIVE SYSTEMS, INC.
Date: January 16, 2005	By:	/s/ Carl H. Young
	Name:	Carl H. Young III
	Title:	Chief Restructuring Officer

On June 13, 2006, the Registrant presented the Settlement Agreement to the Court and the Court began the confirmation hearing on the Company’s bankruptcy plan (the “Plan”). The Plan had drawn objections from Willows, the UCC, the SEC, the US Trustee, and the Official Committee of Equity Holders.

Shareholders of the Registrant, who sent ballots, voted over 99.9% of voted shares to accept the Plan for the Registrant, prior to the Settlement Agreement. The Court has set a June 30, 2006 deadline for objections to the Settlement Agreement and a July 7, 2006 hearing date to approve the Settlement Agreement. If the Settlement Agreement is approved, the Registrant anticipates that the Court will enter an order confirming the Plan no later than July 12, 2006, with an expected effective date of July 24, 2006.

The complete press release is attached hereto as Exhibit 99.1.

Item 9.01 Exhibits

Exhibit 99.1 Press release of Three-Five Systems, Inc. dated June 20, 2006.

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.


	THREE FIVE SYSTEMS, INC.
Date: June 20, 2006	By:	/s/ Carl H. Young
	Name:		Carl H. Young III
	Title:		Chief Restructuring Officer

UNITEDTable STATES SECURITIESof AND EXCHANGE COMMISSION Contents

Item 9.01Table Exhibits of Contents

Table of Contents

Filing Compare · THREE FIVE SYSTEMS INC