Item 8.01 Other Events

On October 29, 2012, MOD-PAC CORP. issued a press release relating to a formal proposal from Daniel G. Keane, Director, President and Chief Executive Officer and Kevin T. Keane, Chairman of the Board, (the "Buying Group") to acquire the Company. Under this proposal, all stockholders of the Company would receive $7.20 in cash for each of their shares in a merger transaction. The Buying Group currently controls approximately 43% of the aggregate voting power of the outstanding shares of Common Stock and Class B Common Stock.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits. Exhibit Number Description 99.1 Press Release of MOD-PAC CORP. dated October 29, 2012