UNITED 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): ~~December 30~~January 6, ~~2005~~2006

PROPEX FABRICS INC.

(Exact name of registrant as specified in its charter)

Delaware

333-122829

36-2692811

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

260 The Bluffs

Austell, Georgia 30168

(Address of principal executive offices, including zip code)

(770) 941-1711

(Registrant’s telephone number, including area code)

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 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.

On December 30, 2005, Propex Fabrics Inc. (the “Company”) entered into a stock purchase agreement (the “Agreement”) by and among SI Concrete Systems Corporation, a Delaware corporation (“SICSC”), SI Geosolutions Corporation, a Delaware corporation (“SIGC”), and certain holders of the capital stock of SICSC and SIGC, whereby the Company will acquire all of the outstanding capital stock of SICSC and SIGC. The completion of the acquisition is subject to a number of customary conditions and is expected to occur by the end of January 2006.

The Agreement has been included to provide investors with information regarding its terms and is not intended to provide any other factual information about the parties to the Agreement. The Agreement contains representations and warranties by each of the parties to the Agreement. These representations and warranties have been made solely for the benefit of the other parties to the Agreement and (1) may be intended not as statements of fact, but rather as a way of allocating the risk to one of the parties if those statements provide to be inaccurate, (2) have been qualified by disclosures that were made to the other party in connection with the negotiation of the Agreement, which disclosures are not reflected in the Agreement, (3) may apply standards of materiality in a way that is different from what may be viewed as material to investors, and (4) were made only as of the date of the Agreement or such other date(s) as may be specified in the Agreement and are subject to more recent developments. Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement which is filed as Exhibit 10.1 to this Form 8–K and incorporated into this Item 1.01 by reference.

Item 7.01 Regulation FD Disclosure.

In accordance with General Instruction B.2. of Form 8-K, the following information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

AIn ~~press~~response ~~release,~~to the significant interest in ~~the~~and ~~form~~questions ~~filed~~about its aspreviously ~~Exhibit~~announced ~~99.1~~acquisition ~~hereto~~of SI Concrete Systems Corporation and SI Geosolutions Corporation (“SI”), ~~was~~Propex ~~issued~~Fabrics ~~concerning~~Inc. (“Propex”) is providing investors with additional information about the ~~Agreement.~~proposed transaction.

~~Item~~Exclusive of SI’s prior woven carpet backing operation in Chickamauga, Georgia which it recently sold to Shaw Industries, SI has a significant remaining business comprised of three segments – Geosynthetics, Concrete Systems, and Industrial Fabrics. Adjusted for certain non-recurring items, SI generated revenues and adjusted EBITDA earnings (1) 9of approximately $257 million and $24 million, respectively, for the fiscal year ended October 2, 2005.01 ~~Financial~~The ~~Statements~~SI business includes certain products which are complementary to Propex’s existing product lines and ~~Exhibits~~other products which represent extensions to Propex’s current product portfolio.

~~(c)~~Propex ~~Exhibits~~will retain its position as the leading global producer of Carpet Backing, its position as the leading North America producer of needle-punch nonwoven fabrics for Furniture and Bedding applications and has significant woven polypropylene operations in Europe and Brazil. The acquisition will provide Propex with a leading sales position in the Concrete fiber reinforcement business and will enhance Propex’s position in Geotextile fabrics. Further, Propex’s strength in wovens fabric manufacturing will be complemented by SI’s strength in non-wovens fabric manufacturing.

Exhibit Number		Description
10.1		Stock Purchase Agreement, dated December 30, 2005, by and among Propex Fabrics Inc., SI Concrete Systems Corporation, SI Geosolutions Corporation and the sellers named therein.
99.1		Press Release of Propex Fabrics Inc., dated January 6, 2006.

Given the complementary nature of the two businesses, we estimate that over the next 2-3 years the combined Propex/SI entity will realize more than $18 million of annualized cost savings. These savings will be primarily driven by estimated reductions in the duplicative administrative costs between the two current stand-alone entities and by taking advantage of both companies’ combined manufacturing strengths and existing capacities.

Finally, funding for the acquisition is expected to be provided by a combination of Propex’s current excess cash balances and the refinancing and extension of its current senior credit facility.

Propex expects to discuss this planned acquisition further in future investor calls.

⁽¹⁾ Adjusted EBITDA is defined as income before interest expense, income taxes and depreciation and amortization. Adjusted EBITDA is not a measure of performance under GAAP. Propex believes that adjusted EBITDA is commonly used by investors and analysts to measure a company’s ability to service its debt. Propex’s definition of EBITDA may differ from those of other companies.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This report includes forward-looking statements. These statements are indicated by words such as “believe”, “estimate”, “expect”, “will” and “projected.” Forward-looking statements include those regarding the expected closing of the acquisition and its impact on our results of operations and financial condition, as well as the expected source of funds to close the acquisition. Actual results could differ materially from those contemplated by such forward-looking statements as a result of any number of factors and uncertainties, many of which are beyond the control of Propex. Important factors that could cause actual results to differ materially from those in such forward-looking statements are enumerated in Propex’s periodic reports filed with the Securities and Exchange Commission. Since Propex cannot provide assurance concerning the impact of those factors and uncertainty, undue reliance should not be placed upon any forward-looking statements, and Propex undertakes no obligation to update those statements.

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SIGNATURE

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

	PROPEX FABRICS INC.
Dated: January 6, 2006	By:	/s/ Philip D. Barnes
Dated: January 9, 2006	By:	/s/ Philip D. Barnes
		Philip D. Barnes
		Chief Financial Officer and Treasurer

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EXHIBIT INDEX

Exhibit Number		Description
10.1		Stock Purchase Agreement, dated December 30, 2005, by and among Propex Fabrics Inc., SI Concrete Systems Corporation, SI Geosolutions Corporation and the sellers named therein.
99.1		Press Release of Propex Fabrics Inc., dated January 6, 2006.

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