UNITED ~~STATES SECURITIES~~ ~~AND EXCHANGE COMMISSION Washington, D.C. 20549~~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): January 418, 2005

TROY GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-24413	33-0807798
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)
2331 South Pullman Street Santa Ana, California		92705
(Address of principal executive offices)		(Zip Code)
(949) 250-3280
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report.)

2331 South Pullman Street Santa Ana, California		92705
(Address of principal executive offices)		(Zip Code)

(949) 250-3280

(Registrant’s telephone number, including area code)

N/A

(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 obligations of the registrant under any of the following provisions (see General Instruction A.2. below):

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))

Item 21.02 ~~Results~~Termination of ~~Operations~~a ~~and~~Material ~~Financial~~Definitive ~~condition~~Agreement

On January 418, 2005, ~~TROY Group~~Dirk, Inc., (~~the~~ “~~Company~~Mergerco”), ~~issued~~ a ~~press~~Delaware ~~release~~corporation ~~announcing that, although it~~controlled ~~has~~by ~~not~~Mr. ~~released~~Patrick ~~results~~J. ~~for~~Dirk ~~2004,~~and itcertain ~~expects~~of ~~such~~his ~~results~~family ~~will~~members ~~show~~and atrusts ~~year~~(the “Affiliated ~~over~~Stockholders”), ~~year~~terminated ~~decline~~the inAgreement ~~revenue~~ and ~~that~~Plan ~~the~~of ~~Company~~Merger, ~~was~~dated ~~withdrawing~~as ~~its~~of ~~five-year~~May ~~revenue~~26, ~~and~~2004, ~~earnings~~as ~~forecast~~amended ~~included~~by in the ~~proxy~~First ~~statement~~Amendment ~~for~~to the ~~special meeting~~Agreement and Plan of Merger, ~~its~~dated ~~stockholders~~October ~~held~~5, on2004, ~~November~~(the 9“Merger Agreement”) between Mergerco and TROY Group, ~~2004~~Inc. ~~In addition~~, a Delaware corporation (the “Company”). Mr. ~~provided~~Patrick anJ. ~~update on~~Dirk is the ~~status~~chairman and Chief Executive Officer of the ~~proposed~~Company. Mr. ~~merger~~Dirk and the Affiliated Stockholders own approximately 68% of the Company’s ~~with~~outstanding common ~~Dirk, Inc~~stock.

~~Attached~~Pursuant to the terms of the Merger Agreement, Mergerco was proposed to merge with and ~~incorporated~~into the Company, and the Company would ~~herein~~have been the surviving corporation. Upon completion of the merger, each issued and outstanding share of the Company’s common stock (other than shares held by ~~reference~~Mergerco, inthe ~~its~~Affiliated Stockholders ~~entirety~~and asstockholders ~~Exhibit~~asserting 99appraisal rights) would have been converted into the right to receive $3.106 isin acash, ~~copy~~without interest, and the Affiliated Stockholders were expected to own all of the ~~press~~Company’s post-merger ~~release~~common stock.

~~The~~On ~~information~~January in18, ~~this Current Report~~2005, ~~including~~Mergerco terminated the ~~press~~Merger Agreement ~~release,~~and isthe ~~being~~transactions ~~furnished~~contemplated ~~and~~thereby. The ~~shall~~obligation ~~not be~~of ~~deemed~~Mergerco ~~“filed”~~to ~~for~~complete the merger ~~purpose~~was ofsubject ~~Section 18~~to satisfaction or waiver of ~~the~~certain ~~Securities~~conditions, ~~Exchange~~including ~~Act~~the exercise of ~~1934,~~appraisal orrights ~~otherwise~~by ~~subject~~holders toof ~~the~~no ~~liabilities~~more than 5% of ~~that~~the outstanding ~~Section~~shares. Following ~~The~~the ~~information~~special inmeeting ~~this~~of ~~Current~~the ~~Report~~Company’s ~~shall~~stockholders, ~~not~~at bewhich ~~incorporated~~the byMerger ~~reference into~~Agreement ~~any~~and ~~registration~~related ~~statement~~transactions orwere ~~other~~approved, ~~document~~it ~~filed~~was ~~pursuant~~determined tothat ~~the~~holders ~~Securities Act~~ of ~~1933,~~more than ~~except~~5% asof ~~shall~~the beoutstanding ~~expressly~~shares ~~set~~had ~~forth~~asserted byappraisal ~~specific reference in such a filing~~rights.

~~Item 9.01 Financial Statements and Exhibits~~2

~~(c) Exhibits~~SIGNATURE

~~99.1 Press~~Pursuant ~~Release~~to ~~dated~~the ~~January~~requirements 4of the Securities Exchange Act of 1934, ~~2005~~the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: January 21, 2005.

	TROY GROUP, INC.


	By		/s/ Dennis Fairchild
			Dennis Fairchild
		Senior Vice President and Chief Financial Officer

~~SIGNATURE~~3

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: January 5, 2005.

TROY GROUP, INC. By /s/ Dennis Fairchild Dennis Fairchild Senior Vice President and Chief Financial Officer

INDEX TO EXHIBITS

Exhibit Number		Description
99.1		Press Release dated January 4, 2005.

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