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) ~~March~~June 1413, 2012

EPOLIN, INC.

(Exact name of registrant as specified in its charter)

Commission file number 000-17741

New Jersey		22-2547226
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)
358-364 Adams Street
Newark, New Jersey		07105
(Address of principal executive offices)		(Zip Code)

358-364 Adams Street Newark, New Jersey		07105
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (973) 465-9495

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 15.01 ~~Entry~~ Changes ~~into~~in aControl ~~Material~~of ~~Definitive Agreement~~Registrant.

On March 16, 2012, Epolin, Inc. (the “Company” or “Epolin”) filed a Current Report on Form 8-K disclosing that the Company has entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Polymathes Holdings I LLC, a New Jersey limited liability company (the “Parent”), and Polymathes Acquisition I Inc., a New Jersey corporation and wholly owned subsidiary of the Parent (the “Purchaser”), pursuant to which Parent has agreed to cause the Purchaser to commence a tender offer (the “Offer”) to purchase all of the outstanding shares of common stock, no par value per share, of the Company (the “Shares”), at a price of $0.22 per Share (the “Offer Price”), paid to the seller in cash, without interest thereon and subject to applicable withholding taxes.

OnThe ~~March~~Offer ~~14,~~expired ~~2012,~~at ~~Epolin,~~5:00 ~~Inc.~~PM, a New ~~Jersey~~York ~~corporation~~City ~~(the “Company”)~~time, ~~entered~~on ~~into~~June an12, ~~Agreement~~2012 ~~and Plan of Merger~~ (the “~~Merger~~Expiration ~~Agreement~~Date”). Based ~~with~~upon ~~Polymathes~~the ~~Holdings~~final Iinformation ~~LLC,~~provided aby ~~New~~the ~~Jersey~~depositary ~~limited~~for ~~liability company (~~the ~~“Parent”)~~Offer, ~~and~~as ~~Polymathes~~of ~~Acquisition~~the IExpiration ~~Inc.~~Date, a10,239,351 ~~New~~Shares ~~Jersey~~have ~~corporation~~been tendered and ~~wholly~~not ~~owned~~withdrawn ~~subsidiary~~prior ~~of the Parent (the “Purchaser”). Pursuant~~ to the ~~Merger~~expiration ~~Agreement,~~of ~~and upon~~ the ~~terms~~Offer ~~and~~(which ~~subject~~includes ~~to the conditions thereof~~14,500 ~~Parent~~shares ~~has~~tendered ~~agreed~~pursuant to ~~cause~~notices ~~the~~of ~~Purchaser~~guaranteed todelivery) ~~commence~~which arepresents ~~tender~~approximately ~~offer~~82.2% ~~(the~~of ~~“Offer”)~~all tooutstanding ~~purchase~~Shares ~~all~~on ofa ~~the~~fully ~~outstanding~~diluted ~~shares~~basis. Purchaser ofhas ~~common~~accepted ~~stock,~~for nopayment ~~par~~in ~~value~~accordance ~~per~~with ~~share,~~the terms of the ~~Company~~Offer ~~(the~~all “Shares~~”),~~ atthat awere ~~price~~validly oftendered ~~$0.22~~and ~~per~~not ~~Share~~withdrawn (in the “Offer. On ~~Price”)~~June 13, ~~paid~~2012, toEpolin ~~the~~issued ~~seller~~a inpress ~~cash,~~release ~~without~~announcing ~~interest~~the ~~thereon~~results and ~~subject~~expiration toof ~~applicable~~the ~~withholding taxes~~Offer.

~~The~~Following ~~Merger Agreement provides that~~ the ~~Offer~~completion ~~will commence as promptly as practicable (and in any event within 45 days) after the date~~ of the ~~Merger Agreement, and will remain open for at least 20 business days (including the day on which the~~ Offer ~~is commenced). Pursuant to the Merger Agreement~~, ~~after~~Parent ~~the consummation of the Offer~~intends, ~~and~~ subject to ~~certain~~applicable ~~conditions~~legal ~~set forth in the Merger Agreement~~requirements, ~~the~~to ~~Parent~~become ~~shall cause~~ the ~~Purchaser~~owner toof be100% ~~merged~~of ~~with and into~~ the ~~Company~~equity ~~(the~~interests ~~“Merger”),~~of ~~with~~Epolin ~~the~~by ~~Company~~completing ~~continuing~~a asmerger ~~the~~of ~~surviving~~Purchaser ~~corporation~~ and asEpolin aby ~~wholly~~means ~~owned subsidiary~~ of ~~Parent.~~a ~~Upon~~long-form ~~completion~~merger ofpursuant ~~the~~to ~~Merger,~~which each Share that is not tendered and accepted ~~pursuant~~in to the Offer ~~(excluding~~would those Shares that are owned by the Company as treasury stock, any Shares owned by the Parent or Purchaser and Shares held by any shareholders who perfect their statutory dissenters rights under New Jersey law) will be ~~canceled~~cancelled and converted into the right to receive ~~the~~cash ~~Offer Price~~ in ~~cash~~an ~~(without~~amount ~~interest~~equal ~~and subject~~ to ~~applicable withholding taxes). If~~ the ~~Purchaser~~Offer ~~holds~~Price ~~90% or more of~~ (the ~~outstanding Shares immediately prior to the~~ “Merger~~, it may effect the Merger as a short-form merger pursuant to the New Jersey Business Corporation Act~~”). ~~Otherwise, the Company may hold a special shareholders’ meeting to obtain shareholder approval of the Merger.~~

~~Subject~~The toPurchaser ~~the terms and conditions of the Merger Agreement, the Company~~ has ~~granted~~not ~~the~~exercised ~~Purchaser an irrevocable one-time option (~~the “Top-Up Option”) ~~which~~insofar ~~provides~~ that ifthere ~~the~~are ~~Purchaser~~not ~~acquires~~sufficient atauthorized ~~least 51% of the outstanding~~ Shares inavailable ~~the Offer after the Purchaser’s acceptance of and payment~~ for ~~Shares~~issuance ~~pursuant~~which towould ~~the~~enable ~~Offer, the~~ Purchaser ~~will have the option, subject~~ to ~~certain limitations~~own, totogether ~~purchase~~with ~~from~~ the ~~Company~~number atof aShares ~~price~~acquired ~~per~~by ~~Share~~Purchaser ~~equal~~pursuant to the Offer, ~~Price up to the number of additional shares sufficient to cause the Purchaser to own~~ one share more than 90% of the Shares then outstanding on a fully diluted basis, ~~subject~~in toorder ~~applicable regulatory requirements and there being sufficient authorized Shares available for issuance,~~ to ~~enable the Purchaser to~~ effect a short-form merger under New Jersey law (the “Top-Up Option Shares”), provided that the aggregate purchase price payable for the Top-Up Option Shares shall be paid by the Parent or the Purchaser as follows: (a) the portion of the aggregate purchase price equal to the par value of the Top-Up Option Shares shall be paid in cash and (b) the balance of the remaining aggregate purchase price may be paid in cash or by executing and delivering to the Company a promissory note having a principal amount equal to the balance of the aggregate purchase price for the Top-Up Option Shares, or some combination thereof. ~~The Top-Up Option is exercisable only after the Shares have been accepted for payment pursuant to the Offer.~~

~~Completion~~The ofaggregate ~~the~~purchase ~~Offer~~price isbeing ~~subject~~paid toby ~~there~~Purchaser ~~being~~in ~~validly~~connection ~~tendered~~with in the Offer ~~and~~is ~~not~~approximately ~~properly~~$2,250,000 ~~withdrawn~~based ~~that~~upon the number of Shares which, ~~together~~have ~~with~~been tendered. To the ~~number~~Company’s ofknowledge ~~Shares,~~and ifbased ~~any,~~upon ~~then~~information ~~owned~~reported ~~of record~~ by ~~the~~ Parent orand ~~the~~ Purchaser, orall ~~with~~funding ~~respect~~required toby ~~which~~Purchaser ~~the~~in ~~Parent~~connection orwith the ~~Purchaser~~Offer ~~has,~~and ~~directly~~the orsubsequent ~~indirectly,~~contemplated ~~voting~~merger ~~power,~~of ~~representing~~Parent atand ~~least~~Epolin ~~51%~~will ofbe ~~all~~provided ~~outstanding~~from ~~Shares (determined on~~ a ~~fully~~combination ~~diluted~~of ~~basis~~(i)~~. In~~ ~~addition,~~senior ~~the~~secured ~~Offer~~term isloan ~~subject~~facility tofor ~~other~~five ~~conditions~~years ~~set forth~~ in ~~the~~an ~~Merger~~aggregate ~~Agreement~~amount ~~including, but~~ not ~~limited~~ to, ~~the~~exceed ~~Company~~$2.75 ~~having~~million ~~certain~~from ~~minimum~~C3 ~~amounts~~Capital ofPartners ~~“Adjusted~~II, ~~Cash”~~L.P. and ~~“Adjusted Net Working Capital”~~ (~~as such terms are defined in the Merger Agreement~~ii) ascash ofon ~~the time the Shares are accepted for payment~~hand.

The ~~Merger~~information ~~Agreement~~set ~~contains~~forth ~~representations,~~under ~~warranties~~Item ~~and~~5.02 ~~covenants~~ of ~~the parties customary for transactions of~~ this ~~type.~~Current ~~The~~Report ~~Company has also agreed not to solicit or initiate discussions with third parties regarding other proposals to acquire the Company and it has agreed to certain restrictions~~ on ~~its~~Form ~~ability~~8-K tois ~~respond~~hereby toincorporated ~~such~~by ~~proposals,~~reference ~~subject~~into tothis ~~the~~Item ~~fulfillment of certain fiduciary requirements of the Company’s board of directors~~5. The Merger Agreement also contains customary termination provisions for the Company and Parent and provides that, in connection with the termination of the Merger Agreement under specified circumstances involving competing transactions or a change in the Company’s board of directors’ recommendation, the Company may be required to pay Parent a termination fee of $150,00001.

~~The~~Item ~~Merger~~5.02 Departure ~~Agreement is attached to this Current Report on Form 8-K to provide the Company’s shareholders with information regarding the terms~~ of ~~the~~Directors ~~Merger Agreement and is not intended to modify~~ or ~~supplement~~Certain ~~any~~Officer: ~~factual~~Election disclosures about the Company in the Company’s public reports filed with the Securities and Exchange Commission (the “SEC”). In particular, the representations and warranties contained in the Merger Agreement are not intended to be, and should not be relied upon as, disclosures regarding any facts or circumstances relating to the Company. The representations and warranties may have been made for the purposes of ~~allocating~~Directors; ~~contractual~~Appointment ~~risk between the parties to the agreement instead~~ of ~~establishing~~CertainOfficers; ~~these~~Compensatory ~~matters~~Arrangements ~~as facts, and may be subject to standards~~ of ~~materiality~~Certain ~~applicable to the contracting parties that differ from those applicable to investors~~Officers. In addition, the assertions embodied in the representations and warranties contained in the Merger Agreement are qualified by information in a disclosure schedule that the Company will provide to the Parent and the Purchaser prior to the commencement of the Offer.

~~Voting~~The Merger Agreement provides that after the acceptance of and ~~Tender~~payment ~~Agreements~~for the Shares tendered in the Offer (the “Acceptance Time”), the Parent shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Company Board as is equal to the product of (i) the total number of directors on the Company Board (giving effect to the election or appointment of any additional directors pursuant to this provision) and (ii) the percentage that the number of Shares beneficially owned by the Parent and/or the Purchaser (including Shares accepted for payment in the Offer and the purchased Top-Up Option Shares, if any) bears to the total number of Shares outstanding, and Company shall, upon request by the Purchaser, promptly increase the size of the Company Board or use its reasonable best efforts to secure the resignations of such number of directors as is necessary to provide the Purchaser with such level of representation and shall cause the Purchaser’s designees to be so elected or appointed.

OnFollowing ~~March~~the ~~14,~~election ~~2012,~~or ~~Murray~~appointment S.of ~~Cohen (~~the Parent’s designees to Company’s ~~Chairman~~Board pursuant to the above and until the Effective Time of the Merger, Company’s Board) shall at all times include, and ~~James~~Company, ~~Ivchenko~~the (Parent and the Purchaser shall use their reasonable best efforts to cause Company’s ~~President)~~Board ~~each~~to ~~entered~~at ~~into~~all atimes ~~Tender~~include, at least two Continuing Directors and ~~Voting~~each ~~Agreement~~committee (of the ~~“Tender~~Company Board and ~~Voting~~the ~~Agreements”~~board of directors (or similar body) ~~with~~of each Subsidiary of Company shall at all times include, and Company, the Parent and the Purchaser inshall ~~connection~~use ~~with~~their reasonable best efforts to cause each committee of the ~~Offer~~Company Board and the ~~Merger. Pursuant~~board toof ~~the~~directors ~~Tender~~(or ~~and~~similar ~~Voting~~body) ~~Agreements,~~of each Subsidiary of ~~Dr.~~Company ~~Cohen~~to ~~and~~at Mrall times include, at least one Continuing Director. A ~~Ivchenko~~“Continuing ~~have~~Director” ~~agreed,~~shall ~~among~~mean ~~other~~a ~~things,~~person towho ~~tender~~is a member of the ~~shares~~Company as of ~~common~~the ~~stock~~date ~~beneficially~~of ~~owned~~the Merger Agreement or a person selected by ~~each~~the ofContinuing ~~them~~Directors then in ~~the~~office; ~~Offer~~provided, ~~and~~however ~~have~~that ~~granted~~if ~~irrevocable~~the ~~proxies~~number toof ~~the~~Continuing ~~Parent~~Directors is reduced to ~~vote~~less ~~such~~than ~~shares~~two inprior ~~favor~~to the Effective Time of the Merger, ifany ~~such~~remaining ~~vote~~Continuing isDirectors ~~required,~~(or ~~provided,~~Continuing ~~however~~Director, ~~that~~if ~~Dr.~~there ~~Cohen~~shall ~~and~~be ~~Mr.~~only ~~Ivchenko~~one ~~may~~remaining) ~~withdraw~~shall ~~any~~be ~~tendered~~entitled ~~Shares~~to atdesignate ~~any~~a ~~time~~person ~~following~~who ais ~~change~~not inan ~~recommendation~~officer, director, stockholder or ~~the~~designee ~~termination~~of Parent or ~~expiration~~any of ~~the~~its ~~Offer~~Affiliates ~~without~~to ~~the~~fill ~~Purchaser~~such ~~purchasing~~vacancy, ~~all~~and ofsuch ~~the~~person ~~Shares~~shall ~~tendered~~be ~~pursuant~~deemed to ~~the~~be ~~Offer~~a inContinuing ~~accordance~~Director ~~with~~for ~~its~~all ~~terms~~purposes of the Merger Agreement, inor, ~~which~~if ~~event~~no Continuing Directors then remain, the ~~proxy~~other directors shall ~~also~~designate ~~terminate. An~~three ~~aggregate~~persons ofwho 3are not officers,~~515~~ directors,~~545~~ ~~shares~~stockholders or designees of ~~the~~Parent ~~Company’s~~or ~~common~~any ~~stock~~of ~~are~~its ~~subject~~Affiliates to ~~the~~fill ~~Tender~~such vacancies, and ~~Voting~~such ~~Agreements,~~persons ~~representing~~shall ~~approximately~~be ~~28.4%~~deemed ofto ~~the~~be ~~Company’s~~Continuing ~~outstanding~~Directors ~~shares~~for all purposes of ~~common~~the ~~stock~~Merger Agreement.

~~The~~Pursuant ~~foregoing~~thereto, ~~descriptions~~and ofon ~~the~~June ~~Merger~~15, ~~Agreement~~2012, ~~and~~James ~~the~~R. ~~Tender~~Torpey, Jr. and ~~Voting~~Herve ~~Agreements~~A. doMeillat ~~not~~(two ~~purport~~of tothe beCompany’s ~~complete~~then ~~and~~four ~~are~~directors) ~~qualified~~resigned inas ~~their~~directors ~~entirety~~of bythe ~~reference~~Company toeffective as of the ~~full~~Acceptance ~~text~~Time. Until ofthe ~~each~~Effective ~~such~~Time ~~agreement~~of the Merger, ~~which~~Murray ~~are~~S. ~~attached~~Cohen ~~hereto~~and asJames ~~Exhibits~~Ivchenko ~~2.1,~~(the ~~10.1~~other ~~and~~two ~~10.2,~~remaining ~~respectively,~~directors) ~~and~~have ~~incorporated~~agreed ~~herein~~to byremain ~~reference~~on the Board.

~~Additional~~Effective ~~Information~~as of June 15, 2012, the following persons were designated by the Parent and appointed as directors of the Company: William J. Golden, John F. Wachter and William S. Walsh so that the Board currently consists of five members. In addition, effective as of June 15, 2012, Murray S. Cohen resigned as Chairman, Chief Scientist and Secretary of the Company and James Ivchenko resigned as President of the Company. Mr. Wachter has been appointed Chairman and President of the Company effective as of June 15, 2012. Greg Amato remains as Chief Executive Officer.

~~The~~Biographical ~~tender offer described in this Form 8-K has not yet commenced. This announcement~~ and ~~the~~other ~~description~~information ~~contained~~with ~~herein~~respect ~~is neither an offer~~ to ~~purchase nor a solicitation of an offer to sell shares of the Company~~Messrs. ~~At the time the tender offer is commenced~~Golden, ~~the~~Wachter ~~Parent~~ and ~~the~~Walsh ~~Purchaser~~has ~~intend~~been topreviously ~~file~~disclosed ain ~~Tender~~the ~~Offer~~Information Statement onpursuant ~~Schedule TO containing an offer~~ to ~~purchase,~~Rule ~~forms~~14f-1 ofattached ~~letters~~as ofAnnex ~~transmittal~~A ~~and other documents relating~~ to the ~~tender offer and the~~ Company’s ~~intends to file a~~ Solicitation/Recommendation Statement on Schedule 14D-9 ~~with~~originally respect to the tender offer. The Parent, Purchaser and the Company intend to mail these documents to the shareholders of the Company. These documents will contain important information about the tender offer and shareholders of the Company are urged to read them carefully when they become available. Shareholders of the Company will be able to obtain a free copy of these documents (when they become available) and other documents filed ~~by the Company, Parent or the Purchaser~~ with the SEC aton ~~the~~May ~~website~~11, ~~maintained~~2012, byas ~~the~~subsequently ~~SEC at www.sec.gov. In addition~~amended, ~~shareholders~~and ~~will~~such beinformation ~~able~~is toincorporated ~~obtain~~herein ~~a free copy of these documents (when they become available)~~ by ~~contacting the Company at 358-364 Adams Street, Newark, New Jersey 07105, telephone (973) 465-9495~~reference.

Forward-Looking Statements

Statements contained in this Form 8-K, which are not historical facts or information are “forward-looking statements.” Words such as “believe,” “expect,” “intend,” “will,” “should,” and other expressions that indicate future events and trends identify such forward-looking statements. These forward-looking statements involve risks and uncertainties which could cause the outcome to be materially different than stated. Such risks and uncertainties include both general economic risks and uncertainties and matters discussed in the Company’s annual report on Form 10-K which relate directly to the Company’s operations and properties. The Company cautions that any forward-looking statement reflects only the belief of the Company or its management at the time the statement was made. Although the Company believes such forward-looking statements are based upon reasonable assumptions, such assumptions may ultimately prove to be inaccurate or incomplete. The Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement was made.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
2.1		Agreement and Plan of Merger dated as of March 14, 2012 by and among Epolin, Inc., Polymathes Holdings I LLC and Polymathes Acquisition I Inc.
10.1		Tender and Voting Agreement dated as of March 14, 2012 between Polymathes Holdings I LLC, Polymathes Acquisition I Inc. and Murray S. Cohen
10.2		Tender and Voting Agreement dated as of March 14, 2012 between Polymathes Holdings I LLC, Polymathes Acquisition I Inc. and James Ivchenko

Exhibit No.

Description

499.1 Press Release issued by Epolin, Inc. on June 13, 2012

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.

	EPOLIN, INC. (Registrant)
Dated: March 16, 2012	By:	/s/ James Ivchenko
Dated: June 19, 2012	By:	/s/ Greg Amato
		Name: James Ivchenko
		Name: Greg Amato
		Title: President
		Title: Chief Executive Officer

Filing Compare · EPOLIN INC /NJ/