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

~~February~~March 1521, 2012

(Date of Report/Date of earliest event reported)

SOLO CUP COMPANY

(Exact name of registrant as specified in its charter)

Commission file number: 333-116843



Delaware (State or other jurisdiction of incorporation or organization)	47-0938234 (I.R.S. Employer Identification No.)
150 South Saunders Road, Suite 150 Lake Forest, Illinois (Address of principal executive offices)	60045 (Zip Code)

Registrant's telephone number, including area code: (847) 444-5000

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 51.~~02(e). Departure~~01 Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

~~Retention~~On ~~Bonuses~~March 21, 2012, Solo Cup Company (the “Company”) entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with Solo Cup Investment Corporation (“SCIC”), SCC Holding Company LLC, Vestar Capital Partners IV, L.P., Vestar Cup Investment, LLC, Vestar Cup Investment II, LLC, the stockholders listed on the signature pages thereto and Dart Container Corporation (“Dart”). Pursuant to the Stock Purchase Agreement, the selling stockholders have agreed to sell, and Dart has agreed to purchase, all of the outstanding capital stock of SCIC, which is the sole stockholder of the Company (the “Transaction”). The aggregate value of the Transaction, including the Company's outstanding indebtedness, is approximately $1.0 billion and is subject to customary closing adjustments. Consummation of the Transaction is anticipated by the end of the third quarter of 2012.

OnThe ~~February~~Transaction ~~15,~~is ~~2012,~~subject ~~the~~to ~~Board~~customary ofclosing ~~Directors (the “Board”) of Solo Cup Company~~conditions, aincluding ~~Delaware~~expiration ~~corporation~~or ~~(the~~termination ~~“Company”), approved the payment~~ of ~~retention~~any ~~bonuses~~required ~~(the~~waiting ~~“Retention~~periods ~~Bonuses”)~~under ~~to, among others,~~ the ~~following~~Hart-Scott-Rodino ~~named~~Antitrust ~~executive~~Improvements ~~officers~~Act of ~~the Company: (i) Robert M~~1976. ~~Korzenski,~~Consummation ~~President~~of ~~and~~the ~~Chief~~Transaction ~~Executive~~is ~~Officer;~~not ~~(ii)~~subject ~~Robert~~to D.any ~~Koney,~~financing Jrcondition., ~~Executive~~The ~~Vice~~Stock ~~President~~Purchase ~~and~~Agreement ~~Chief~~also ~~Financial~~contains ~~Officer;~~other ~~(iii)~~customary ~~George F. Chappelle~~provisions, ~~Jr.,~~including ~~Executive~~representations ~~Vice President~~ and ~~Chief~~warranties ~~Operating~~regarding ~~Officer;~~the ~~(iv)~~selling ~~Jan~~stockholders ~~Stern~~and ~~Reed,~~the ~~Executive Vice President - Human Resources~~Company, ~~General~~interim ~~Counsel~~operating ~~and~~covenants ~~Secretary;~~regarding ~~and~~the ~~(v)~~Company's ~~Peter J. Mendola~~business, ~~Senior~~and ~~Vice~~indemnification ~~President~~directly -from ~~Manufacturing. Under~~ the ~~terms~~selling ofstockholders ~~the~~and ~~Retention~~from ~~Bonuses,~~an ~~the~~escrow ~~Company~~to ~~will~~be ~~pay~~established ~~these~~in ~~executives~~connection awith ~~bonus in~~ the ~~amount of: (i) $500,000 for each of Mr~~Transaction. ~~Korzenski,~~The ~~Mr.~~Stock ~~Chappelle,~~Purchase ~~Mr.~~Agreement ~~Koney~~also ~~and~~contains ~~Ms.~~customary ~~Reed;~~termination ~~and (ii) $110~~provisions,~~000~~ ~~for~~including ~~Mr.~~a ~~Mendola,~~termination inright ~~each~~if ~~case only upon~~ the ~~completion~~closing ofhas anot ~~transaction~~occurred ~~involving~~by aDecember ~~change~~20, in2012 ~~control~~(with ofan ~~the~~extension ~~Company occurring prior~~ to ~~June~~March 120, ~~2012.~~2013 ~~The~~under ~~Retention~~certain ~~Bonuses will be paid on the earliest to occur of: (i~~circumstances). ~~the~~Additionally, ~~termination of~~ the ~~executive's~~Company ~~employment~~has onagreed ~~the~~not ~~date that is the later~~ to ~~occur~~solicit ~~of the completion of the transaction~~ or ~~the~~participate ~~date~~in ~~until~~discussions ~~which~~relating ato ~~purchaser~~proposals ~~chooses~~ to ~~continue~~purchase ~~the executive~~SCIC's ~~employment~~outstanding ~~following~~stock ~~the~~or ~~completion~~a ofsubstantial ~~the~~portion ~~transaction~~of ~~or (ii)~~ the ~~date~~assets ~~that is four months following completion~~ of ~~the transaction~~SCIC, ~~provided that~~ the ~~executive remains employed by the~~ Company ~~through~~or ~~such~~its ~~date~~subsidiaries.

~~Severance~~Under ~~Terms~~the Stock Purchase Agreement, Dart has the option to request the Company to effect a tender offer for both the Company's 10.5% Senior Secured Notes due 2013 and its 8.5% Senior Subordinated Notes due 2014 and/or cause the Company to satisfy and discharge such Notes in accordance with their respective indentures in connection with the closing of the Transaction.

OnItem ~~February 15, 2012, the Board approved changes to the severance terms applicable to Messrs~~7.01 Regulation ~~Chappelle~~FD ~~and Koney~~Disclosure. As modified, one year of base salary will be payable if the employment of the executive terminates without “cause” as that term is defined in the Company's Salary Severance Policy or the executive terminates his employment for “good reason.” Good reason includes the following: (i) a substantial diminution of the executive's position, authority, duties or responsibilities; (ii) the Company's failure to comply with the terms of the executive's employment; (iii) a reduction in base salary or a material reduction in benefits (except pursuant to an across-the-board reduction for senior executives); (iv) a material adverse change in such executive's title, which has the effect of reducing such executive's position within the Company to an executive level lower in the Company or of less authority within the Company or (v) relocation of such executive's primary place of employment to a location more than 35 miles from Lake Forest, Illinois.

InOn ~~addition~~March 21, ~~the~~2012, ~~Board~~Dart ~~approved~~and ~~changes to~~ the ~~severance~~Company ~~terms~~issued ~~applicable~~a tojoint ~~Mr.~~press ~~Mendola. As~~release ~~modified,~~announcing ~~one~~the ~~year~~signing of ~~base~~the ~~salary~~Stock ~~will~~Purchase ~~be payable if Mr~~Agreement. A ~~Mendola~~copy isof ~~entitled to severance pay under~~ the ~~Company's~~press ~~Salary~~release ~~Severance~~is ~~Policy~~attached into ~~connection~~this ~~with~~Current aReport ~~change~~as inExhibit ~~control of the Company that occurs prior to June~~ 99.1~~, 2012~~.

InThe ~~addition,~~information oncontained ~~February~~in ~~15,~~Item ~~2012,~~7.01 ~~the~~of ~~Company,~~this ~~Solo~~Current ~~Cup~~Report, ~~Investment~~including ~~Corporation~~in ~~and~~Exhibit ~~Solo~~99.1, ~~Cup~~shall ~~Operating~~not ~~Corporation~~be ~~entered~~deemed ~~into~~“filed” ~~amendments~~for topurposes ~~each~~of ~~Employment~~Section ~~Agreement~~18 ~~held~~of ~~with~~the ~~Robert~~Securities M.Exchange ~~Korzenski~~Act ~~and~~of ~~Jan~~1934 ~~Stern Reed to clarify~~ (the ~~definition of~~ “~~good~~Exchange ~~reason~~Act” ~~to include (i~~) aor ~~material~~incorporated ~~adverse~~by ~~change~~reference in ~~such~~any ~~executive's~~filing ~~title,~~under ~~which has~~ the ~~effect~~Securities Act of ~~reducing~~1933 ~~such~~or ~~executive's position within~~ the ~~Company~~Exchange toAct, anexcept ~~executive~~as ~~level~~may ~~lower~~be inexpressly ~~the~~set ~~Company~~forth orby ofspecific ~~less~~reference ~~authority~~in ~~within~~any ~~the Company, or (ii) relocation of~~ such ~~executive's primary place of employment to a location more than 35 miles from Lake Forest, Illinois~~filing.

FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words “will,” “anticipate,” “believe,” “intend,” “plan,” “estimate,” “expect,”“predict,” “potential,” “project,” “could,” “should,” “may,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. All statements in this press release other than statements of historical fact, including statements regarding the anticipated closing of the Transaction, are forward-looking statements. Such statements reflect current assumptions concerning future events and are subject to a number of risks and uncertainties, many of which are outside of the Company's control, which could cause actual results to differ materially from such statements, including the receipt of necessary regulatory approval and fulfillment of other customary conditions required to consummate the acquisition. All forward-looking statements contained in this Current Report speak only as of the time when made. Except as required by applicable law, the Company undertakes no obligation to update or revise any forward-looking statement as a result of new information, future events, changed assumptions or otherwise.

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.

	SOLO CUP COMPANY
	(Registrant)
	By: /s/ Robert D. Koney, Jr.
	Robert D. Koney, Jr.
	Executive Vice President and Chief Financial Officer
Date: February 22, 2012
Date: March 21, 2012

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