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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): February 16, 2005


CPI HOLDCO, INC.

(Exact Name of Registrant as Specified in Charter)
         
Delaware
(State or Other Jurisdiction
of Incorporation)
  333-11386-04
(Commission File
Number)
  75-3142681
(IRS Employer
Identification No.)
     
811 Hansen Way
Palo Alto, California
(Address of Principal Executive Offices)
  94303-1110
(Zip Code)

Registrant’s telephone number, including area code: (650) 846-2900

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 (see General Instruction A.2):

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 (7 CFR 240.13e-4(c))
 
 

 


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Item 8.01. Other Events
Item 9.01. Financial Statements and Exhibits
SIGNATURE
INDEX TO EXHIBITS
EXHIBIT 99.1


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Item 8.01. Other Events

     The information set forth in our press release dated February 16, 2005 regarding our agreement to issue and sell, through a private placement, $80 million of floating rate senior notes, which is attached hereto as Exhibit 99.1, is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

  (c)   Exhibits
     
Exhibit No.   Description
Exhibit 99.1
  Press release dated February 16, 2005, issued by CPI Holdco, Inc.

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SIGNATURE

     Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

         
  CPI HOLDCO, INC.
(Registrant)
 
 
Date: February 16, 2005  By:   /s/ Joel A. Littman    
    Joel A. Littman    
    Chief Financial Officer, Treasurer and Secretary  
 

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INDEX TO EXHIBITS

     
Exhibit No.   Description
Exhibit 99.1
  Press release dated February 16, 2005, issued by CPI Holdco, Inc.

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