- Amended Annual Report (10-K/A)

Large accelerated filer o

Accelerated filer o

Non-accelerated filer o

Smaller reporting company þ

(Do not check if a smaller

reporting company)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K/A

(Amendment No. 1)


þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended: December 31, 2008

Commission File Number: 0-50063

MOD-PAC CORP.

(Exact Name of Registrant as Specified in its Charter)


New York		16-0957153
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1801 Elmwood Avenue, Buffalo, New York 14207
(Address of principal executive office)

(716) 873-0640
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class		Name of each exchange on which registered

$.01 par value Common Stock		NASDAQ Stock Market LLC
$.01 par value Class B Stock		NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by checkmark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ

Indicate by checkmark if the registrant is not required to file report pursuant to Section 13 of Section 15(d) of the Act. Yes o No þ

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by checkmark if the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer or a smaller reporting company (as defined in Exchange Act Rule 12b-2).

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ

As of February 5, 2009, 3,430,131 shares were outstanding, consisting of 2,788,649 shares of Common Stock $.01 Par value and 641,482 shares of Class B Stock $.01 Par Value. The aggregate market value, as of June 28, 2008, of the shares of Common Stock and Class B Stock of MOD-PAC CORP. held by non-affiliates was approximately $10,894,988 (assuming conversion of all of the outstanding Class B Stock into Common Stock and assuming the affiliates of the Registrant to be its directors, executive officers and persons known to the Registrant to beneficially own more than 10% of the outstanding capital stock of the Corporation).

DOCUMENTS INCORPORATED BY REFERENCE.

Portions of the Company’s Proxy Statement for the Annual Meeting of Shareholders to be held May 6, 2009 are incorporated by reference into Part III of this Report.

EXPLANATORY NOTE

This amendment on Form 10-K/A (Amendment No. 1) amends our annual report on Form 10-K for the year ended December 31, 2008, as filed with the Securities and Exchange Commission on March 5, 2009, and is being filed to correctly indicate that MOD-PAC CORP. is a Smaller reporting company, to amend Part III — Item 10, amend Part IV — Item 15(a)(3), and amend Exhibit 31.1 and 31.2 — Section 302 Certifications. This Amendment includes filing Exhibit 10.11 Amendment to Loan Agreement dated January 14, 2008 and Exhibit 10.12 Security agreement to the Loan Agreement referenced in Exhibit 10.5

This amendment is not intended to update financial or other information presented in the annual report as originally filed.

PART III


Item 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

The information regarding directors is contained under the captions “Election of Directors” and “Security Ownership of Certain Beneficial Owners and Management” in our definitive Proxy Statement to be filed within 120 days of the end of our fiscal year and is incorporated herein by reference.

The information regarding our audit committee and audit committee financial experts is contained under the caption “Corporate Governance and Board Matters” in our definitive Proxy Statement to be filed within 120 days of the end of our fiscal year and is incorporated herein by reference.

The information concerning the procedures by which our shareholders may recommend nominees to our Board of Directors is contained under the caption “Corporate Governance and Board Matters” in our definitive Proxy Statement to be filed within 120 days of the end of the fiscal year and is incorporated herein by reference.

The information concerning compliance with Section 16(a) of the Exchange Act is contained under the caption “Section 16(A) Beneficial Ownership Reporting Compliance” in our definitive Proxy Statement to be filed within 120 days of the end of the fiscal year and is incorporated herein by reference.

Our executive officers, their ages, certain biographical information, their positions and offices with MOD-PAC, and the date each assumed their office with us is as follows as of March 5, 2009:

Daniel G. Keane — President and Chief Executive Officer — Age 43

Mr. Keane was first elected an officer of Mod-Pac in 1997. He has held the position of President since 1998. In 2003 he was appointed Chief Executive Officer. From 1993 to 1998 he served in various management capacities at Mod-Pac. Mr. Keane holds a Bachelor of Arts in Economics modified with Mathematics from Dartmouth College and a M.B.A. from Duke University.

David B. Lupp — Chief Operating Officer and Chief Financial Officer — Age 52

Mr. Lupp was elected as the Chief Financial Officer of Mod-Pac in January 2006. In 2008, he was also appointed Chief Operating Officer. Prior to joining Mod-Pac, he spent 16 years as the Chief Financial Officer of International Imaging Materials, Inc., a global, private company which manufactures thermal transfer ribbons. A Certified Public Accountant, Mr. Lupp holds a B.S. in Accounting from the State University of New York at Buffalo.

Daniel J. Geary — Vice President — Finance — Age 38

Mr. Geary joined Mod-Pac in March 2005 as Corporate Controller. In 2006, he was elected an officer of Mod-Pac. In 2008, he was promoted to Vice President of Finance. Mr. Geary was employed by Eastman Kodak Company in various Finance Management positions from September 2001 to March 2005. Most recently, he was the Accounting Manager in the Consumer and Professional Imaging Group from January 2004 to February 2005. He holds a B.S. in Accounting from Canisius College, a M.B.A. from Carnegie Mellon University, and is a Certified Public Accountant.

Philip C. Rechin — Vice President — Sales- Age 45

Mr. Rechin began his career at Mod-Pac in 1986 as the Finished Goods Supervisor. He has served as Vice President of Sales at Mod-Pac since 2000. In 2006, he was elected an officer of Mod-Pac. Mr. Rechin has a B.S. in Industrial Technology from Buffalo State College and is APICS certified.

Code of Ethics

The Board of Directors has adopted a Code of Business Conduct and Ethics that is applicable to its Chief Executive Officer, Chief Financial Officer, as well as all of our other directors, officers and employees. This Code of Business Conduct and Ethics is posted on the Investor Information section of our website at www.modpac.com. We will disclose any amendment to this Code of Business Conduct and Ethics or waiver of a provision of this Code of Business Conduct and Ethics, including the name of any person to whom the waiver was granted, on its website. We will provide a copy of our Code of Business Conduct and Ethics free of charge upon request.

PART IV

Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)(3). Exhibits


Exhibit No.			Description

	3(a	)	Restated Certificate of Incorporation; incorporated by reference to exhibit 3.1 of the Registrant’s, Form 10/A Registration Statement Dated January 28, 2003.

	(b	)	By-Laws, as amended; incorporated by reference to exhibit 3.2 of the Registrant’s Form 10/A Registration Statement Dated January 28, 2003.

	10.1	*	MOD-PAC CORP. 2002 Stock Option Plan; incorporated by reference to exhibit 10.6 of the Registrant’s Form 10/A Registration Statement Dated January 28, 2003.

	10.2	*	MOD-PAC CORP. 2002 Director Stock Option Plan; incorporated by reference to exhibit 10.8 the Registrant’s Form 10/A Registration Statement Dated January 28, 2003.

	10.3	*	MOD-PAC CORP. Employee Stock Purchase Plan; incorporated by reference to exhibit 10.7 of the Registrant’s Form 10/A Registration Statement Dated January 28, 2003.

	10.4	*	Employment Agreement with David B. Lupp; incorporated by reference to exhibit 10.1 of the Registrant’s Form 8-K dated January 31, 2006.

	10.5		Loan Agreement dated as of March 8, 2007 among MOD-PAC CORP. and KeyBank, National Association, as lender; incorporated by reference to exhibit 10.1 of the Registrant’s Form 8-K dated March 9, 2007.

	10.6	*	Indemnification Agreement dated March 7, 2007, between MOD-PAC CORP. and Philip C. Rechin; incorporated by reference to exhibit 10.2 of the Registrant’s Form 8-K dated March 9, 2007.

	10.7	*	Indemnification Agreement dated March 7, 2007, between MOD-PAC CORP. and Larry N. Kessler; incorporated by reference to exhibit 10.3 of the Registrant’s Form 8-K dated March 9, 2007.

	10.8	*	Separation Agreement Dated September 17, 2007 by and between the Registrant and Larry N. Kessler; incorporated by reference to exhibit 10.1 of the Registrant’s Form 8-K dated September 26, 2007.

	10.9	*	Form of Indemnification Agreement dated August 18, 2005, as executed by MOD-PAC CORP. and each of Daniel J. Geary, Daniel G. Keane, Kevin T. Keane, William G. Gisel, Jr., Robert J. McKenna and Howard Zemsky.

	10.10	*	Indemnification Agreement dated January 30, 2006, as executed by MOD-PAC CORP. and David B. Lupp.


Exhibit No.		Description

	10.11	Amendment to the Loan Agreement referenced in exhibit 10.5 dated January 14, 2008 between MOD-PAC CORP. and KeyBank, National Association, as lender; filed herewith.

	10.12	Security Agreement to the Loan Agreement referenced in exhibit 10.5, between MOD-PAC CORP. and KeyBank, National Association, as lender; filed herewith.

	21	Subsidiaries of the Registrant.

	23	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.

	31.1	Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002 as amended; filed herewith.

	31.2	Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002 as amended; filed herewith.

	32.1	Certification of Chief Executive Officer pursuant to 18U.S.C. Section 1350 as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

	32.2	Certification of Chief Financial Officer pursuant to 18U.S.C. Section 1350 as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.


*		Identifies a management contract or compensatory plan or arrangement as required by Item 15(a)(3) of Form 10-K.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on July 22, 2009.

MOD-PAC CORP.


By	/s/ Daniel G. Keane Daniel G. Keane, President	By	/s/ David B. Lupp David B. Lupp, Chief Operating Officer and
	and Chief Executive Officer		Chief Financial Officer
	(Principal Executive Officer)		(Principal Financial Officer)

By	/s/ Daniel J. Geary Daniel J. Geary, VP Finance
	(Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.


Signature	Title	Date

/s/ William G. Gisel Jr. William G. Gisel Jr.	Director	July 22, 2009

/s/ Daniel G. Keane Daniel G. Keane	Director	July 22, 2009

/s/ Kevin T. Keane Kevin T. Keane	Director	July 22, 2009

/s/ Robert J. McKenna Robert J. McKenna	Director	July 22, 2009

/s/ Howard Zemsky Howard Zemsky	Director	July 22, 2009

EXHIBIT INDEX


Exhibit No.		Description

	10.11	Amendment to the Loan Agreement referenced in exhibit 10.5 dated January 14, 2008 between MOD-PAC CORP. and KeyBank, National Association, as lender; filed herewith.

	10.12	Security Agreement to the Loan Agreement referenced in exhibit 10.5, between MOD-PAC CORP. and KeyBank, National Association, as lender; filed herewith.

	31.1	Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002 as amended; filed herewith.

	31.2	Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002 as amended; filed herewith.