8-K

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): April 24, 2007

OUTDOOR CHANNEL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

DELAWARE	000-17287	33-0074499
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

43445 Business Park Drive, Suite 103

Temecula, California 92590

(Address of principal executive offices, including zip code)

(951) 699-6991

(Registrant’s telephone number, including area code)

(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):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On April 24, 2007, Outdoor Channel Holdings, Inc. (the “Company”) and Gold Prospectors’ Association of America, Inc., the Company’s wholly-owned subsidiary (“Parent GPAA”), entered into an arms-length Purchase Agreement (the “Agreement”) with The Gold Business, LLC (the “Buyer”), a limited liability company owned and controlled by Thomas H. Massie, a director of the Company and beneficial owner of more than 5% of the Company’s common stock.  Pursuant to the terms of the Agreement, the Company and Parent GPAA sold two subsidiaries of the Company, LDMA-AU, Inc., a Nevada corporation (“LDMA”) and Gold Prospectors’ Association of America, LLC, a California limited liability company (“GPAA”), to Buyer (the “Transaction”).  In the Transaction, the Company received an aggregate consideration of approximately $3.6 million cash which represents the net book value of GPAA and LDMA including approximately $2.4 million of cash.

Contemporaneous with the Agreement, the Company and the Buyer entered into a Transition Services Agreement whereby the Company agreed to provide certain human resources, accounting and information technology services to the Buyer for a period of up to three (3) months from the date of the Agreement.

Also contemporaneous with the Agreement, the Company and the Buyer entered into a Program Licensing Agreement whereby the Company agreed to sell certain programming airtime slots to Buyer for two years.

Finally, in connection with the Transaction the Company amended its current lease with Musk Ox Properties, L.P. dated January 1, 2006 (the “Lease”). Under the terms of the Lease, the Company agreed to lease approximately 32,777 square feet comprising the entire building located at 43445 Business Park Drive, Temecula, California. The First Amendment to Lease dated April 24, 2007, reduces the space used by the Company to 19,114 square feet resulting in a prorata reduction of the monthly rental rate to be paid by the Company.

On April 25, 2007, Outdoor Channel Holdings, Inc. issued a press release announcing the Transaction.  A copy of this press release is attached hereto as Exhibit 99.1.

Item 1.02.TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT

In connection with the Transaction, the Company terminated an Agreement between the Company and The Outdoor Channel, Inc., the Company’s wholly-owned subsidiary (“TOC”) dated January 21, 1998 (the “Air Time Agreement”).  Under the terms of the Air Time Agreement, TOC had agreed to sell to the Company programming airtime with such agreement being automatically renewable until December 28, 2012.  The Company had previously used such airtime primarily for the airing of its programming relating to LDMA and GPAA.

Item 9.01.Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release dated April 25, 2007.

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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.

	OUTDOOR CHANNEL HOLDINGS, INC.
By:	/s/ THOMAS E. HORNISH
	Thomas E. Hornish Chief Operating Officer and General Counsel

Date:  April 25, 2007

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EX-99.1

Exhibit 99.1 NEWS RELEASE

Contacts:	William A. Owen	Angie Yang/Evan Pondel
	Chief Financial Officer	PondelWilkinson Inc.
	951.699.6991	310.279.5980
		investor@pondel.com

OUTDOOR CHANNEL HOLDINGS ANNOUNCES THE SALE OF ITS MEMBERSHIP DIVISION SEGMENT

Temecula, California — April 25, 2007 — Outdoor Channel Holdings, Inc. (Nasdaq: OUTD) today announced the sale of all assets, liabilities and operations related to its Membership division segment.  Thomas H. Massie, vice chairman of the board of Outdoor Channel Holdings, purchased all outstanding shares and membership interests in Gold Prospector’s Association of America LLC (GPAA) and LDMA-AU, Inc. (Lost Dutchman’s) for $3.6 million cash, which represents the net book value of the division including approximately $2.4 million of cash on its books.

Members of the Massie family, including Thomas Massie and Perry T. Massie, chairman of the board of Outdoor Channel Holdings, founded GPAA and LDMA in 1968 and 1976, respectively, as gold prospecting-themed organizations.

“This transaction enables the company to focus all efforts and resources entirely on our core operations at Outdoor Channel and, we believe, is in the best interest of shareholders,” said Roger L. Werner, president and chief executive officer.  “We are pleased that Tom Massie will be able to maintain the long heritage of the Massie family with GPAA and LDMA.  Both of these organizations will always remain, in spirit, a part of our company, and we wish Tom and the employees the greatest success in their future.”

About Outdoor Channel Holdings, Inc.

Outdoor Channel Holdings, Inc. owns and operates Outdoor Channel, a national television network dedicated to providing traditional outdoor programming to America’s 82 million anglers, hunters and outdoor enthusiasts.

Nielsen Media Research Universe Estimates for Outdoor Channel

Nielsen Media Research is the leading provider of television audience measurement and advertising information services worldwide.  Nielsen estimated that Outdoor Channel had approximately 29.8 million cable and satellite subscribers as of April 2007.  Please note that this estimate regarding Outdoor Channel’s subscriber base is made by Nielsen Media Research and is theirs alone and does not represent opinions, forecasts or predictions of Outdoor Channel Holdings, Inc. or its management. Outdoor Channel Holdings, Inc. does not by its reference above or distribution imply its endorsement of or concurrence with such information.

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