UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, ~~D.C.~~DC 20549

FORM 8-K

CURRENT REPORT ~~PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~Date~~Pursuant ofto ~~Report~~Section 13 ~~(Date~~or ~~of earliest event reported~~15(d)~~: December 11, 2006~~ of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 18, 2010

WII COMPONENTS, INC.

(Exact name of registrant as specified in its charter)

Delaware	333-115490	No. 73-1662631
(State or other jurisdiction of	Commission file number	(I.R.S. Employer
(State of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
incorporation or organization)		Identification No.)

525 Lincoln Avenue SE , St. Cloud, Minnesota 56304 ~~(Address of principal executive offices) (Zip code)~~

~~Registrant’s~~(Address ~~telephone~~of ~~number,~~principal ~~including~~executive ~~area~~offices) ~~code:~~ (~~320)~~Zip ~~252-1503~~Code)

(320) 252-1503

(Registrant’s telephone number, including area code)

Not Applicable

(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 (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 1.01. Entry into a Material Definitive Agreement.

On December 11, 2006, WII Components, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with WII Holding, Inc. (“Purchaser”), WII Merger Corporation (“Merger Sub”) and Behrman Capital III L.P., solely in its capacity as the representative of the stockholders of the Company (“Behrman”). Merger Sub is directly owned by Purchaser. Purchaser and Merger Sub are entities affiliated with Olympus Growth Fund IV, L.P.

The Merger Agreement contemplates a reorganization in which Merger Sub will merge with and into the Company, whereupon the separate corporate existence of Merger Sub shall cease and the Company shall be the surviving corporation (the “Surviving Corporation”) and a wholly owned subsidiary of Purchaser. The aggregate merger consideration will be $295.5 million in cash, less indebtedness and certain expenses, and will be subject to customary adjustments (the “Merger Consideration”). Each outstanding share of capital stock of the Company, except those owned by Purchaser or its affiliates (which will be canceled and will cease to exist), will be converted into the right to receive a pro rata portion of the Merger Consideration, without interest, subject to customary adjustments. Options to purchase common stock of the Company outstanding at the time of the merger shall be converted into the right to receive a pro rata portion of the Merger Consideration, without interest, less the exercise price of such option, subject to customary adjustments.

Purchaser and/or its affiliates has obtained equity and debt financing commitments for the transactions contemplated by the Merger Agreement, which are subject to customary conditions. Consummation of the merger is subject to the approval of the Company’s stockholders and various customary conditions, including the absence of certain legal impediments to the consummation of the merger, Hart-Scott-Rodino clearance, accuracy of representations and warranties, funding of the equity and debt financings in accordance with the commitments, receipt of title insurance policies, title commitments and surveys for the Company’s owned real property, delivery of legal opinions, execution and delivery of an escrow agreement, common equity holders agreements and other ancillary documents and the exercise and perfection of appraisal rights by stockholders of the Company holding fewer than 5% of the Company’s capital stock.

The Merger Agreement contains certain termination rights and provides that, upon the termination of the Merger Agreement under specified circumstances, Purchaser will be required to pay the Company a termination fee of $5 million. The Merger Agreement contemplates consummation of the transaction within 75 days of its execution.

Item 8.01. Other Events.

On ~~December 11~~ October 18, ~~2006~~2010, WII Components, Inc. ~~issued~~commenced a ~~press~~cash ~~release~~tender ~~announcing~~offer for ~~the~~any ~~signing~~and all of ~~the~~its ~~Merger~~outstanding ~~Agreement~~$108,350,000 aggregate principal amount of 10% Senior Notes due 2012. ~~The~~A ~~full~~copy ~~text~~ of the press release announcing the tender offer and consent solicitation is ~~furnished~~attached hereto as Exhibit 99.1 ~~hereto~~and incorporated by reference.

Item 9.01. Financial Statements and Exhibits.

(cd) Exhibits.

Exhibit 99.1. Press Release of WII Components, Inc. dated December 11, 2006.

Exhibit No.		Description

99.1		Press release announcing the Tender Offer and Consent Solicitation.

~~[Remainder of page left blank intentionally]~~2

1SIGNATURES

~~SIGNATURE~~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.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be filed on its behalf by the undersigned hereunto duly authorized.

	WII COMPONENTS, INC.

Dated: October 20, 2010	By:
		/s/ Dale B. Herbst
		Dale B. Herbst
		Chief Financial Officer, Treasurer and Secretary

	WII COMPONENTS, INC.
Dated: December 11, 2006	By:	/s/ John Fitzpatrick
		John Fitzpatrick,
		Chief Executive Officer

2EXHIBIT INDEX

Exhibit Index

Exhibit No.		Description

99.1		Press release announcing the Tender Offer and Consent Solicitation.

~~99.1 Press Release of WII Components, Inc. dated December 11, 2006.~~4

Filing Compare · WII Components, Inc.