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) ~~June~~August 13, 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)

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 53.~~01 Changes~~03 Material inModification ~~Control~~to Rights of ~~Registrant~~Security Holders.

~~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.

~~The~~On ~~Offer~~March ~~expired~~16, at2012, ~~5:00 PM~~Epolin, ~~New~~Inc. ~~York~~(the ~~City~~“Company” ~~time,~~or “Epolin”) filed a Current Report on ~~June~~Form ~~12,~~8-K ~~2012~~disclosing that the Company had entered into an Agreement and Plan of Merger (the “~~Expiration~~Merger ~~Date~~Agreement”)~~. Based~~ ~~upon~~with ~~the~~Polymathes ~~final~~Holdings ~~information~~I ~~provided~~LLC, bya ~~the~~New ~~depositary~~Jersey ~~for~~limited liability company (the ~~Offer~~“Parent”), asand ofPolymathes ~~the~~Acquisition ~~Expiration~~I ~~Date~~Inc., ~~10,239,351~~a ~~Shares~~New ~~have~~Jersey ~~been~~corporation ~~tendered~~ and ~~not~~wholly ~~withdrawn~~owned ~~prior~~subsidiary toof the ~~expiration~~Parent of (the ~~Offer~~“Purchaser”), ~~(which~~pursuant ~~includes~~to ~~14,500~~which ~~shares~~Parent ~~tendered~~has ~~pursuant~~agreed to ~~notices~~cause ofthe ~~guaranteed~~Purchaser ~~delivery)~~to ~~which~~commence ~~represents~~a ~~approximately~~tender ~~82.2%~~offer of(the ~~all~~“Offer”) ~~outstanding~~to ~~Shares~~purchase onall aof ~~fully~~the ~~diluted~~outstanding ~~basis. Purchaser~~shares ~~has~~of ~~accepted~~common ~~for~~stock, ~~payment~~no inpar ~~accordance~~value ~~with~~per ~~the~~share, ~~terms~~ of the ~~Offer~~Company ~~all~~(the “Shares”), ~~that~~at ~~were~~a ~~validly~~price ~~tendered~~of $0.22 ~~and~~per ~~not~~Share ~~withdrawn in~~ (the “Offer~~. On~~ ~~June 13~~Price”), ~~2012,~~paid ~~Epolin~~to ~~issued~~the aseller ~~press~~in ~~release~~cash, ~~announcing~~without ~~the~~interest ~~results~~thereon and ~~expiration~~subject ofto ~~the~~applicable ~~Offer~~withholding taxes.

~~Following~~The ~~the~~Offer ~~completion~~expired ofat ~~the~~5:00 ~~Offer~~PM, ~~Parent~~New ~~intends,~~York ~~subject~~City totime, ~~applicable~~on ~~legal~~June ~~requirements~~12, to2012. Purchaser ~~become~~accepted ~~the~~for ~~owner~~payment ofin ~~100%~~accordance ofwith the ~~equity~~terms ~~interests~~ of ~~Epolin~~the byOffer ~~completing~~10,239,351 aShares ~~merger~~that ofwere ~~Purchaser~~validly tendered and ~~Epolin~~not bywithdrawn ~~means~~in ofthe aOffer ~~long-form~~which ~~merger~~represented ~~pursuant~~approximately to82.2% ~~which~~of ~~each~~all ~~Share~~outstanding ~~that~~Shares ison ~~not~~a ~~tendered~~fully ~~and~~diluted ~~accepted~~basis. On inJune ~~the~~13, ~~Offer~~2012, ~~would~~Epolin beissued ~~cancelled~~a ~~and~~press ~~converted~~release ~~into~~announcing the ~~right~~results toand ~~receive~~expiration ~~cash~~of ~~in an amount equal to~~ the Offer ~~Price (the “Merger”)~~.

~~The~~Pursuant ~~Purchaser~~to ~~has not exercised~~ the ~~Top-Up~~Merger ~~Option~~Agreement ~~insofar~~and ~~that~~as ~~there~~previously ~~are~~reported, ~~not~~following ~~sufficient~~the ~~authorized~~completion ~~Shares~~of ~~available~~the ~~for~~Offer, ~~issuance~~the ~~which~~Parent would ~~enable~~become ~~Purchaser~~the toowner ~~own,~~of ~~together~~100% ~~with~~of the ~~number~~equity interests of ~~Shares~~Epolin ~~acquired~~ by completing a merger of Purchaser and Epolin by means of a long-form merger (the “Merger”) pursuant to ~~the~~which ~~Offer,~~each ~~one~~Share ~~share~~that ~~more~~is ~~than~~not ~~90%~~tendered ofand accepted in the ~~Shares~~Offer ~~then~~would ~~outstanding~~be oncancelled aand ~~fully~~converted ~~diluted~~into ~~basis~~the right to receive cash in ~~order~~an toamount ~~effect~~equal ato ~~short-form~~the ~~merger~~Offer ~~under~~Price ~~New~~(the ~~Jersey~~“Merger ~~law~~Consideration”).

~~The~~On ~~aggregate~~July ~~purchase~~17, ~~price~~2012, ~~being~~Epolin ~~paid~~filed bya ~~Purchaser~~Definitive inInformation ~~connection~~Statement on Schedule 14C with the ~~Offer~~SEC isrelating ~~approximately~~to ~~$2,250,000~~completion ~~based~~of ~~upon~~ the ~~number~~Merger ofwhich ~~Shares~~document ~~which~~was ~~have~~mailed ~~been~~to ~~tendered~~Epolin stockholders. ToPursuant ~~the~~thereto, ~~Company’s~~Epolin ~~knowledge~~reported ~~and~~that ~~based~~on ~~upon~~July ~~information~~2, ~~reported~~2012 byPurchaser, ~~Parent~~who ~~and~~on ~~Purchaser~~such date owned 10,239,351 Shares representing approximately 82.2% of all ~~funding~~outstanding ~~required~~Shares, bydelivered ~~Purchaser~~a inwritten ~~connection~~consent ~~with~~to the ~~Offer~~Company adopting the Merger Agreement and authorizing the ~~subsequent~~transactions contemplated ~~merger~~by ofthe ~~Parent~~Merger ~~and~~Agreement, including the Merger. As a result, no further action by any other Epolin ~~will~~stockholder bewas ~~provided~~required ~~from~~to aadopt ~~combination~~the ofMerger ~~(i)~~Agreement, ~~senior~~including ~~secured~~the ~~term~~Merger. Notwithstanding ~~loan~~the ~~facility~~foregoing, ~~for~~federal securities ~~five~~laws ~~years~~state inthat anthe ~~aggregate~~Merger ~~amount~~may not tobe ~~exceed~~completed ~~$2.75~~until ~~million~~20 ~~from~~days C3after ~~Capital~~the ~~Partners~~date ~~II,~~of ~~L.P.~~mailing ~~and~~the ~~(ii)~~information ~~cash~~statement onto ~~hand~~Epolin stockholders.

~~The~~Accordingly, ~~information~~following ~~set~~the ~~forth~~expiration ~~under~~of ~~Item~~such 520 day period, Epolin filed a Certificate of Merger with the State of New Jersey which became effective as of August 13, 2012.02 Pursuant thereto, each issued and outstanding share of ~~this~~Epolin ~~Current~~common ~~Report~~stock on(other ~~Form~~than ~~8-K~~shares isheld ~~hereby~~in ~~incorporated~~the treasury of the Company, shares owned by ~~reference~~the Purchaser or Parent, and shares held by stockholders if any who have properly demanded appraisal rights) was converted into ~~this~~the ~~Item~~right 5to receive from the Company the Merger Consideration.01 At the effective time of the Merger, Epolin stockholders immediately prior to the effective time ceased to have any rights as stockholders in Epolin (other than their right to receive the Merger Consideration) and accordingly no longer have any interest in Epolin’s future earnings or growth.

As soon as reasonably practicable after the effective time of the Merger, Epolin will cause the paying agent to mail to each stockholder of record a letter of transmittal and instructions for use in effecting the surrender of remaining outstanding Shares in exchange for the Merger Consideration.

A copy of the Certificate of Merger is filed as Exhibit 3.1 to this report and is incorporated by reference in this Item 3.03.

Item 5.~~02 Departure~~01 Change ofin ~~Directors~~Control ~~or Certain Officer: Election~~ of ~~Directors; Appointment of CertainOfficers; Compensatory Arrangements of Certain Officers.~~Registrant

~~The~~As ~~Merger~~a ~~Agreement~~result ~~provides that after the acceptance~~ of ~~and payment for~~ the ~~Shares tendered in the Offer (the “Acceptance Time”)~~Merger, the ~~Parent shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the~~ Company ~~Board~~has asbecome isa ~~equal~~direct towholly-owned ~~the~~subsidiary ~~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. The ~~and/or~~disclosure ~~the~~under ~~Purchaser~~Item ~~(including~~3.03 ~~Shares~~is ~~accepted~~incorporated ~~for~~herein ~~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 appointedreference.

~~Following~~Item ~~the~~5.02 Departure ~~election or appointment~~ of the Parent’s designees to Company’s Board pursuant to the above and until the Effective Time of the Merger, Company’s Board shall at all times include, and Company, the Parent and the Purchaser shall use their reasonable best efforts to cause Company’s Board to at all times include, at least two Continuing Directors ~~and each committee of the Company Board and the board of directors (~~or ~~similar~~Principal ~~body)~~Officers; ofElection ~~each Subsidiary~~ of Company shall at all times include, and Company, the Parent and the Purchaser shall use their reasonable best efforts to cause each committee of the Company Board and the board of directors (or similar body) of each Subsidiary of Company to at all times include, at least one Continuing Director. A “Continuing Director” shall mean a person who is a member of the Company as of the date of the Merger Agreement or a person selected by the Continuing Directors ~~then in office~~; ~~provided,~~Appointment ~~however that if the number~~ of ~~Continuing~~Principal ~~Directors~~Officers; isCompensatory ~~reduced~~Arrangements ~~to less than two prior to the Effective Time~~ of ~~the~~Certain Merger, any remaining Continuing Directors (or Continuing Director, if there shall be only one remaining) shall be entitled to designate a person who is not an officer, director, stockholder or designee of Parent or any of its Affiliates to fill such vacancy, and such person shall be deemed to be a Continuing Director for all purposes of the Merger Agreement, or, if no Continuing Directors then remain, the other directors shall designate three persons who are not officers, directors, stockholders or designees of Parent or any of its Affiliates to fill such vacancies, and such persons shall be deemed to be Continuing Directors for all purposes of the Merger AgreementOfficers.

Pursuant ~~thereto,~~to ~~and~~the onterms ~~June~~of ~~15,~~the ~~2012~~Merger Agreement, ~~James~~Murray RS. ~~Torpey,~~Cohen ~~Jr.~~ and ~~Herve~~James A.Ivchenko ~~Meillat~~have ~~(two of the Company’s then four directors)~~ resigned as directors of the Company, effective asAugust of13, ~~the Acceptance Time~~2012. ~~Until~~The ~~the~~number ~~Effective~~of ~~Time~~directors ofhas ~~the~~been ~~Merger,~~reduced ~~Murray~~to three. William S. ~~Cohen~~Walsh, ~~and~~John ~~James~~Wachter, ~~Ivchenko~~and ~~(the~~William ~~other~~Golden ~~two~~remain ~~remaining~~as directors) ~~have~~of ~~agreed to remain on~~ the ~~Board~~Company.

~~Effective~~Item ~~as of June 15, 2012, the following persons were designated by the Parent and appointed as directors of the Company: William J~~5.03 Amendments ~~Golden,~~to ~~John~~Articles ~~F. Wachter and William S. Walsh so that the Board currently consists~~ of ~~five~~Incorporation ~~members. In~~or ~~addition,~~Bylaws; ~~effective~~Change as of ~~June~~Fiscal 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.Year

~~Biographical~~In ~~and~~connection ~~other information~~ with ~~respect~~the toconsummation ~~Messrs.~~of ~~Golden~~the Merger, ~~Wachter~~the Company’s certificate of incorporation and ~~Walsh~~bylaws ~~has~~were ~~been~~amended ~~previously~~and ~~disclosed~~restated in ~~the~~their ~~Information~~entirety ~~Statement~~to ~~pursuant~~be identical to ~~Rule~~the ~~14f-1~~certificate ~~attached~~of incorporation and bylaws of Purchaser as ~~Annex~~in Aeffect immediately prior to the consummation of the Merger, except that the name of the surviving corporation set forth therein is “Epolin, Inc.” The fiscal year for the Company’s ~~Solicitation/Recommendation~~will ~~Statement~~now begin on ~~Schedule~~January ~~14D-9~~1 ~~originally~~of ~~filed~~each ~~with~~year. A copy of the ~~SEC~~restated onbylaws ~~May~~of ~~11,~~the ~~2012,~~Company is filed as ~~subsequently~~Exhibit ~~amended,~~3.1 ~~and~~to ~~such~~this ~~information~~report and is incorporated ~~herein~~ by reference in this Item 5.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

Exhibit No.		Description

3.1		Certificate of Merger

3.2		Amended and Restated Bylaws of the Company.

99.1 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)
	EPOLIN, INC.
Dated: June 19, 2012	By:	/s/ Greg Amato
	(Registrant)
		Name: Greg Amato
Dated: August 14, 2012	By:	/s/ John Wachter
		Title: Chief Executive Officer
	Name:	John Wachter
	Title:	Chairman of the Board

Filing Compare · EPOLIN INC /NJ/