-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N/RHXNCsnN89JYlY0eI/h2kHFC0ObsA/h3kS0UDpAOd+BUzuXqJWCckzIxuDWBDE OteETkOQhaC1v4LydcQoGg== 0000808918-09-000042.txt : 20090526 0000808918-09-000042.hdr.sgml : 20090525 20090526125546 ACCESSION NUMBER: 0000808918-09-000042 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090526 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090526 DATE AS OF CHANGE: 20090526 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EDCI HOLDINGS, INC. CENTRAL INDEX KEY: 0000808918 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 980085742 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34015 FILM NUMBER: 09851093 BUSINESS ADDRESS: STREET 1: 825 8TH AVENUE, 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 317-596-0323 MAIL ADDRESS: STREET 1: 9999 EAST 121ST STREET CITY: FISHERS STATE: IN ZIP: 46037 FORMER COMPANY: FORMER CONFORMED NAME: ENTERTAINMENT DISTRIBUTION CO INC DATE OF NAME CHANGE: 20070510 FORMER COMPANY: FORMER CONFORMED NAME: GLENAYRE TECHNOLOGIES INC DATE OF NAME CHANGE: 19930423 FORMER COMPANY: FORMER CONFORMED NAME: N W GROUP INC DATE OF NAME CHANGE: 19920703 8-K 1 edcisharerepurcahseprog8-k.htm EDCI EXTENSION OF SHARE REPURCHASE PROGRAM 8-K edcisharerepurcahseprog8-k.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  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):  May 26, 2009
 
EDCI HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
 
DELAWARE
001-34015
26-2694280
(State or other jurisdiction
 of incorporation)
(Commission
 File Number)
(IRS Employer
 Identification No.)
 
1755 Broadway, 4th Floor
New York, New York 10019
(Address of Principal
Executive Offices)
 
(212) 333-8400
(Registrant’s telephone number, including area code)

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:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





 

Item 8.01
Results of Operations and Financial Condition.

 
 

Item 9.01.
Financial Statements and Exhibits.
(d)
Exhibits
99.1
EDCI News Release announcing Extension of Share Repurchase Program dated  05/26/2009

 

 

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.
 
 
EDCI HOLDINGS, INC.
 
       
       
Date: May 26, 2009
By:
/s/ Robert L. Chapman, Jr.
 
   
Robert L. Chapman, Jr.
 
   
Chief Executive Officer
 
 


EX-99.1 2 edciprnsharerepurchaseprog.htm EDCI PRN ANNOUNCING EXTENSION OF SHARE REPURCHASE PROGRAM DATED 05/26/2009 edciprnsharerepurchaseprog.htm                                                                                                                                                                                                                                                                                                                                       60;                                 Exhibit 99.1

 
EDCI Holdings, Inc. Announces the Extension of Share Repurchase Program
 
 
NEW YORK, May 26, 2009 /PRNewswire / -- EDCI Holdings, Inc. (Nasdaq: EDCI) ("EDCI"), the holding company for Entertainment Distribution Company, Inc., the majority shareholder of Entertainment Distribution Company, LLC ("EDC"), a European provider of supply chain services to the optical disc market, today announced that EDCI’s Board of Directors has approved a twelve month extension of EDCI’s common stock repurchase program and also added a provision to the program which allows EDCI to repurchase shares of its common stock under a 10b5-1 plan.
 
As previously announced, in June 2008 EDCI’s Board of Directors approved the repurchase of up to one million shares of common stock over the twelve month period ending on June 3, 2009.  To date, EDCI has repurchased a total of 174,794 shares under the plan.  Given EDCI's substantial cash position, the market price of its common shares, and the reduced probability of EDCI making an acquisition that satisfies EDCI’s primary acquisition requirements, EDCI’s Board of Directors determined that it was prudent to extend the repurchase program for an additional twelve months.  Furthermore, EDCI’s Board of Directors determined that adding a provision to the program that allowed EDCI to repurchase shares of its common stock under a 10b5-1 plan was appropriate given the substantial periods of time during which EDCI has been restricted from such repurchases of shares of its common stock due to blackout periods.
 
EDCI intends to use its repurchase program to purchase the maximum number of shares available each day in accordance with Rule 10b-18 and all other applicable rules and regulations, and subject to limitations applicable for protection of EDCI's net operating losses.  EDCI currently has approximately 6,716,000 total shares outstanding. EDCI's unrestricted net operating losses were approximately $288 million as of December 31, 2008 and do not begin to expire for the most part until 2019.
 
EDCI encourages all shareholders potentially interested in selling shares of EDCI common stock, irrespective of the small or large quantity of shares owned, to contact EDCI directly (vs. entering sell orders through a brokerage firm) via Kyle E. Blue, Treasurer, at (317) 596-0323. 
 
About EDCI Holdings, Inc.
 
EDCI Holdings, Inc. (Nasdaq: EDCI) is a multi-national company, headquartered in New York, that is seeking to enhance shareholder value by pursuing acquisition opportunities. EDCI is the holding company of Entertainment Distribution Company, Inc., which is the majority shareholder of Entertainment Distribution Company, LLC ("EDC"), a European provider of supply chain services to the optical disc market. EDC serves every aspect of the manufacturing and distribution process and is one of the largest providers in the industry. EDC’s clients include some of the world's best-known music, movies and gaming companies. EDC’s operations include manufacturing and distribution facilities in Hannover, Germany, and a manufacturing facility in Blackburn, UK. For more information, please visit www.edcih.com.
 
Source: EDCI Holdings, Inc.
 
CONTACT: Kyle E. Blue, Office:  (317) 596-0323, Mobile: (317) 513-9245
 
Web site: www.edcih.com
 


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