UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): April 915, 2009

Broder Bros., Co.

(Exact name of registrant as specified in its charter)

Michigan

333-110029

38-1911112

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

Six Neshaminy Interplex, 6^th Floor

Trevose, Pennsylvania 19053

(Address of Principal executive offices, including Zip Code)

(215) 291-6140

(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 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 8.01 ~~Entry~~Other ~~Into a Material Definitive Agreement~~Events.

On April 915, 2009, Broder Bros., Co. (the “Company”) ~~entered~~announced ~~into~~that ~~an amendment, waiver and consent (~~the ~~“First~~Company ~~Amendment”) of~~ and its ~~existing~~board ~~revolving~~had ~~loan~~reached ~~credit~~an agreement ~~with~~in ~~Bank~~principal ofon ~~America, N.A. as Administrative Agent and~~ the ~~other lenders party thereto (as amended and waived, the “Revised Credit Agreement”). Pursuant to the~~ terms of ~~the~~an ~~First~~exchange ~~Amendment,~~offer ~~the~~with ~~commitment~~an ~~under~~Ad ~~the~~Hoc ~~Revised~~Committee ~~Credit~~of ~~Agreement was reduced to $200 million, and~~ the ~~borrowing~~holders ~~base was amended to provide for a seasonal stretch tranche~~ of upits ~~to $13.5 million through April~~11 ~~30,~~1/4% ~~2009~~Senior ~~and~~Notes updue ~~to $10.0 million through May~~October 3115, ~~2009.~~2010 No(the ~~seasonal~~“Existing ~~stretch is provided for after June 1, 2009~~Notes”). The ~~Revised~~Ad ~~Credit~~Hoc ~~Agreement provides~~Committee ~~for~~is ~~interest~~comprised ~~based~~of ~~upon~~holders aof ~~fixed~~approximately ~~spread~~30% ~~over~~of the ~~administrative~~Existing ~~agent’s LIBOR lending rate~~Notes. ~~The~~In ~~Revised~~the ~~Credit~~aggregate ~~Agreement~~and ~~contains~~with afull ~~LIBOR~~participation, ~~floor~~holders of ~~1.50%~~Existing ~~and~~Notes would aexchange ~~base~~up ~~rate~~to ~~floor~~$225 ~~equal~~million toin ~~the~~face ~~greater~~value of ~~(a) the~~Existing ~~LIBOR~~Notes ~~Rate~~ for aup 30to ~~day interest~~$100 ~~period~~million ~~plus~~in ~~1.00%~~senior ornotes ~~(b) the~~maturing ~~Federal~~in ~~Funds~~2013 ~~effective~~and ~~rate plus 0.50~~95%. ~~The~~of ~~Revised Credit Agreement requires that~~ the Company’s ~~pay~~common ~~interest~~stock atwith a ~~rate~~provision ~~equal to (i) prime rate plus 3.00%~~ for ~~base~~a ~~rate~~management ~~borrowings~~option ~~and (ii) Adjusted LIBOR plus 4~~program.~~00%~~ ~~(or,~~A ~~after~~copy ~~May 31,~~of ~~2009, 3.75% depending upon~~ the Company’s ~~average~~press release ~~excess~~announcing ~~availability)~~the ~~for~~First ~~Eurodollar~~Amendment ~~borrowings.~~is ~~The~~attached ~~Revised~~hereto ~~Credit~~as ~~Agreement~~Exhibit ~~will continue to be secured by first priority interest in substantially all the assets of the Company~~99.1.

The ~~Revised~~new ~~Credit~~securities ~~Agreement~~will ~~imposes~~not ~~significant~~be ~~covenants~~registered onunder the Securities ~~Company~~Act or any state securities laws. ~~The~~Therefore, ~~Revised~~the ~~Credit~~new ~~Agreement contains~~securities ~~both~~may ~~affirmative~~not ~~and~~be ~~negative~~offered ~~covenants~~or ~~which,~~sold ~~among~~in ~~other~~the ~~things,~~United ~~requires~~States absent registration or an applicable exemption from the ~~Company~~registration torequirements ~~meet~~of the ~~following~~Securities ~~financial~~Act ~~covenants:~~and any applicable state securities laws.

•This AForm ~~minimum~~8-K ~~fixed~~and ~~charge~~the ~~coverage~~press ~~ratio~~release ~~equal~~attached toas 1Exhibit 99.221 todo ~~1.00~~not asconstitute ofan ~~the~~offer ~~end~~to ofpurchase ~~the~~any ~~first~~securities or ~~quarter~~a ~~2009,~~solicitation ~~1.14~~of an offer to ~~1.00~~sell asany ofsecurities. ~~the~~The ~~end~~exchange ofoffer ~~the~~and ~~second~~consent ~~quarter~~solicitation ~~2009,~~are ~~1.10~~being tomade ~~1.00~~only aspursuant ofto ~~the~~an ~~end~~offering ofmemorandum ~~the~~and ~~third~~related ~~quarter~~letter ~~2009,~~of transmittal and ~~1.00~~only to ~~1.00~~such aspersons ofand ~~the~~in ~~end~~such ofjurisdictions ~~the~~as ~~fourth~~is permitted ~~quarter~~under ~~2009~~applicable law.

•Cautionary ~~For~~Information ~~fiscal~~Regarding ~~year~~Forward-Looking ~~2010~~Statements and 2011, the minimum fixed charge coverage ratio will be released if the Company has equal to or greater than 20% excess availability under the Revised Revolver Facility for ten consecutive days, but if there is less than 20% excess availability, a minimum fixed charge coverage ratio of 1.00 to 1.00 will apply at all times.

~~The~~This ~~First~~Form ~~Amendment,~~8-K ~~among~~and ~~other things: (i) provides lender consent to~~ the ~~general~~press ~~terms~~release ofattached anas ~~exchange~~Exhibit ~~offer~~99.1 ~~with~~contain ~~respect~~“forward-looking tostatements” ~~the~~within ~~Company’s senior notes; (ii) contains a waiver by~~ the ~~lender~~meaning of ~~any default arising from~~ the ~~delay~~Private ~~in delivering the Company’s 2008 audited financial statements until May 15, 2009 and a default should the Company not pay interest due April 15,~~Securities ~~2009~~Litigation onReform ~~the~~Act ~~Company’s senior notes until May 15, 2009; (iii) permits a change~~ of ~~control which may arise in connection with the exchange offer; (iv) increases the unused line fee to 0~~1995.~~75%;~~ ~~(v) institutes~~These anforward-looking ~~availability block~~statements ongenerally ~~the amount that~~ can be ~~borrowed~~identified ~~under~~as ~~the~~such ~~Revised~~because ~~Credit Agreement in~~ the ~~amount~~context of ~~(A) from~~the ~~June 28,~~statement ~~2009~~includes ~~through~~words ~~August 1,~~such ~~2009,~~as $2“believe,~~000,000,~~” ~~(B) from August 2~~“expect,” ~~2009 through August 29~~“anticipate,” ~~2009~~“will, ~~$3,000,000,~~” ~~(C) from~~“should” ~~August 30,~~or ~~2009~~other ~~through~~words ~~September 26,~~of ~~2009,~~similar ~~$4,000,000,~~import. ~~and~~These ~~(D) thereafter,~~statements ~~$5,000,000;~~also ~~provided that on and after December 26~~include, ~~2009,~~but ~~the availability block shall cease to be in effect if and when certain availability requirements~~ are ~~met and the minimum fixed charge coverage ratio is~~ not ~~less~~limited ~~than~~to, ~~1.25:1.00 for two consecutive fiscal quarters; (vi) restricts~~ the ~~Company~~companies’s ~~ability~~plans, toobjectives, ~~pay~~expectations ~~(x) dividends~~and ~~unless~~intentions ~~certain excess availability requirements are met~~ and ~~the~~other ~~minimum~~statements ~~fixed~~that ~~charge~~are ~~coverage~~not ~~ratio~~historical ~~is equal to or greater than 1~~facts.~~10:1.00~~ ~~after~~Such ~~giving~~statements ~~effect to such dividend or such amounts~~ are ~~funded with proceeds of an equity issuance, (y) principal payments under its~~ ~~existing~~based ~~notes~~upon ~~unless~~the ~~certain~~current ~~excess~~beliefs ~~availability requirements are satisfied or such amounts are funded with proceeds of an equity issuance~~ and ~~(z) principal,~~expectations ~~interest (other than payment in kind) or cash consent fees (following consummation~~ of ~~the~~ ~~exchange offer) under~~ the ~~Exchange~~management ~~Notes unless certain excess availability requirements are met or such amounts are funded with proceeds~~ of anBroder ~~equity~~Bros., ~~issuance;~~Co. and ~~(vii) provides~~are ~~the~~subject ~~lenders with full cash dominion for six months after the effective date of the amendment, with a return~~ to ~~springing~~significant ~~cash~~risks ~~dominion~~and ~~after such six months if certain availability requirements are met~~uncertainties.

AForward ~~copy~~looking statements are not guarantees of future results and conditions but rather are subject to various factors, risks and uncertainties that could cause our actual results to differ materially from those expressed in these forward-looking statements. The following factors, among others, could cause actual results to differ from those set forth in the ~~Company’s~~forward-looking ~~press~~statements: ~~release~~failure ~~announcing~~to complete the ~~First~~exchange ~~Amendment~~offer isand ~~attached~~abide ~~hereto~~by the terms of our amendment to our credit facility could lead us to seek further restructuring or ultimately become unable to operate as ~~Exhibit~~a 99viable company; if our cash provided by operating and financing activities continues to be insufficient to fund our cash requirements, we will face substantial liquidity problems without a restructuring; a long and protracted restructuring could adversely impact our management and otherwise adversely affect our business; slowdowns in general economic activity, resulting in a detrimental impact on our customers and having an adverse effect on our sales and profitability; our ability to access the credit and capital markets being adversely affected by factors beyond our control, including turmoil in the financial services industry, volatility in financial markets and general economic downturns; the inability to compete successfully, resulting in a loss of customers; a disruption in our distribution centers affecting our results of operations; a disruption in the ability of our suppliers to deliver products to us; our relationships with most of our suppliers are terminable at will and the loss of any of these suppliers could have an adverse effect on our sales and profitability; we do not have any long-term contracts with our customers and the loss of customers could adversely affect our sales and profitability; unsuccessful prediction of customer demand for our private label products; we rely significantly on one shipper to distribute our products to our customers and any service disruption could have an adverse effect on our sales; if any of our distribution facilities were to unionize, we would incur increased risk of work stoppages and possibly higher labor costs; loss of key personnel or our inability to attract and retain new qualified personnel could hurt our business and inhibit our ability to operate and grow successfully; incurring restructuring or impairment charges; unsuccessful identification or completion of future acquisitions; our substantial level of indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations; we intend to cease filing reports with the SEC as soon as possible; despite current anticipated indebtedness levels and restrictive covenants, we may incur additional indebtedness in the future; the current principal shareholders of the company will continue to have significant influence over our operations; and other factors, risks and uncertainties detailed from time to time in our SEC filings.1 We assume no obligation to update these forward-looking statements.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press release issued by Broder Bros., Co. announcing ~~the~~agreement ~~completion~~in ofprincipal anon ~~amendment~~terms ~~and~~of ~~waiver~~exchange ~~to its revolving credit facility~~offer.

Cautionary Information Regarding Forward-Looking Statements

This Form 8-K and the press release attached as Exhibit 99.1 may contain forward-looking statements, including statements about our business outlook, strategy, plans, goals, objectives, expectations and historical results that may suggest trends for our business. These statements reflect management’s expectations, estimates, and assumptions based on information available at the time of this release. Forward-looking statements include, but are not limited to, statements regarding future events, plans, goals, objectives and expectations. The words “anticipate,” “believe,” “estimate,” “expect,” “plan,” “intend,” “likely,” “will,” “should” and similar expressions are intended to identify forward-looking statements. Forward-looking statements are not guarantees of future performance. Actual results could differ materially from those expressed or implied by such forward-looking statements as a result of many risks, uncertainties and factors, including, without limitation:

• our ability to address our liquidity needs, including by refinancing or otherwise reaching an agreement satisfactory to us with holders of our 11 1/4% senior notes due 2010;

• our ability to maintain and improve inventory levels on reasonable terms, including by obtaining additional trade credit or new sources of inventory;

• our compliance with any covenants set forth in the agreements governing our indebtedness;

• general economic conditions, and the length and severity of the current economic downturn;

• significant competitive activity, including promotional and price competition;

• changes in customer demand for the Company’s products and the Company’s ability to protect and/or expand customer relationships; and

• those that are described in our latest annual report on Form 10-K and other subsequent filings with the SEC, all of which are expressly incorporated herein by reference.

The Company undertakes no obligation to revise any such forward-looking statements to reflect any future events or circumstances.

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.

	~~BRODER BROS., CO.~~	BRODER BROS., CO.
	~~/s/ MARTIN J. MATTHEWS~~	/s/ MARTIN J. MATTHEWS
Date: April 10, 2009	Name:	Martin J. Matthews
Date: April 16, 2009		Name:	Martin J. Matthews
	~~Title:~~	~~Chief Financial Officer~~Title:	Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press release issued by Broder Bros., Co. announcing ~~the~~agreement ~~completion~~in ofprincipal anon ~~amendment~~terms ~~and~~of ~~waiver~~exchange ~~to its revolving credit facility~~offer.

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