-----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, Dy9SODSTLfK5KoErQ85/GITXzJjLCis3SUFIrIl4xW9WnMTZZXge4FAPCmu9dY2G LeMY8cX6I0Z9OzA5aRfJOA== 0000808918-09-000075.txt : 20091023 0000808918-09-000075.hdr.sgml : 20091023 20091023104706 ACCESSION NUMBER: 0000808918-09-000075 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20091023 ITEM INFORMATION: Other Events FILED AS OF DATE: 20091023 DATE AS OF CHANGE: 20091023 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: 091133755 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 edci3q2009prn_timing-proxy.htm EDCI PRN 3Q2009 TIMING OF EARNINGS CALL AND PROXY edci3q2009prn_timing-proxy.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):  October 23, 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.)
 
11 East 44th Street
New York, New York 10017
(Address of Principal
Executive Offices)
 
(646) 401-0084
(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:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
x
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 (17 CFR 240.13e-4(c))


 
 

 

Item 8.01
Other Events

On October 23, 2009, EDCI Holdings, Inc. (“EDCI”), the holding company for Entertainment Distribution Company, Inc., the majority shareholder of Entertainment Distribution Company, LLC, issued a press release announcing the timing of the anticipated release of its financial results for the quarterly and nine month periods ended September 30, 2009.  Further, the Company informed its stockholders that it intends to file a preliminary Proxy Statement with the Securities and Exchange Commission pursuant to Section 14(a) of the Securities Exchange Act of 1934 in regards to EDCI's previously disclosed proposed dissolution on or about Monday, October 26, 2009.  EDCI further announced that it will host a conference call to discuss its financial results for the quarterly and nine month periods ended September 30, 2009 and the proposed Plan of Dissolution on Monday, November 2, 2009 at 9:00 a.m. EDT.  The EDCI press release is furnished as Exhibit 99.1 to this current report.


Item 9.01.
Financial Statements and Exhibits.
(d)
Exhibits
99.1
EDCI News Release announcing timing of 3Q2009 Results Release, Investor Conference Call and Preliminary Proxy Filing



 
 

 

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: October 23, 2009
By:
/s/ Clarke H. Bailey
 
   
Clarke H. Bailey
 
   
Chief Executive Officer
 



EX-99.1 2 edciprn_proxy-exhibit.htm EDCI NEWS RELEASE ANNOUNCING TIMING OF 3Q2009 RESULTS RELEASE, INVESTOR CONFERENCE CALL AND PRELIMINARY PROXY FILING edciprn_proxy-exhibit.htm
EXHIBIT 99.1

EDCI Holdings, Inc. Schedules 3Q2009 Earnings Release and Conference Call, Announces Preliminary Proxy Filing Date
 
NEW YORK, Friday October 23, 2009 /PRNewswire / -- EDCI Holdings, Inc. (Nasdaq: EDCI) ("the Company"), 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, will announce its financial results for the 3Q2009 and YTD 3Q2009 on Friday, October 30, 2009. Further, the Company is informing its stockholders that it intends to file a preliminary Proxy Statement with the Securities and Exchange Commission pursuant to Section 14(a) of the Securities Exchange Act of 1934 in regards to the Plan of Dissolution on or about Monday, October 26, 2009.
 
The Company will host a conference call to discuss its 3Q2009 financial results and the Plan of Dissolution on Monday, November 2, 2009 at 9:00 a.m. EDT. To access the conference call, please dial (800) 642-1740 or (706) 634-7533 (international callers) and conference code 35710995. A live webcast of the conference call will also be available on the Company's corporate Web site, located at www.edcih.com.
 
Clarke H. Bailey, Chief Executive Officer, will host the call.  Additional call participants will be as follows:
 
·  
Matthew K. Behrent, EVP, Corporate Development and Legal Counsel
 
·  
Roger J. Morgan, EVP, International Operations of EDC
 
·  
Michael D. Nixon, Office of the CFO, Chief Accounting Officer and Corporate Controller
 
·  
Kyle E. Blue, Office of the CFO, Treasurer
 
A replay of the conference call will be available through midnight EDT on Monday, November 9, 2009. The replay can be accessed by dialing (800) 642-1687 or (706) 645-9291 (international callers). The conference code for the replay is 35710995.
 
Additional Information and Where to Find It
 
EDCI Holdings, Inc. intends to file with the Securities and Exchange Commission (“SEC”) and mail to its stockholders a proxy statement in connection with the proposed dissolution referenced in this communication.  The proxy statement will contain important information about the Company, the proposed dissolution, and related matters.  We urge stockholders to read the proxy statement carefully when it becomes available.  When filed, the proxy statement on Schedule 14A and other documents relating to the proposed dissolution filed by the Company can be obtained free of charge from the SEC’s website at www.sec.gov.  This website includes financial highlights, stock information, public filings with the SEC, and corporate governance documents.  In addition, stockholders will be able to obtain the proxy statement relating to the proposed dissolution and other public filings of the Company, free of charge, by contacting the investor relations department of EDCI Holdings, Inc. at EDCInvestorRelations@edcih.com or by calling (646) 401-0084.
 
Participants in the Solicitation
 
Under SEC rules, EDCI Holdings, Inc. and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from stockholders in connection with the proposed dissolution referenced in this communication.  Information about these participants may be found in the Definitive Proxy Statement of EDCI Holdings, Inc. relating to its 2009 Annual Meeting of Stockholders filed with the SEC on April 3, 2009.  This definitive proxy statement can be obtained free of charge from the sources indicated above.  Additional information regarding the interests of these participants also will be included in the proxy statement regarding the proposed dissolution when it becomes available.
 

 
 

 
 
Special Note Regarding Forward-Looking Statements
 
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  These statements include, without limitation, statements regarding the timing of certain actions contemplated by the Plan of Dissolution.  When used in this press release, the words “will,” “expects,” or “intends to” and other similar expressions are intended to identify such forward-looking statements.  Forward-looking statements are based on the opinions, expectations, forecasts, assumptions and estimates of management at the time the statements are made and are subject to risks and uncertainties that could cause actual results or the level of activity, performance or achievements expressed or implied by such statements to differ materially from our expectations of future results, level of activity, performance or achievements expressed or implied by those statements.  Factors that could affect actual results, level of activity, performance or achievements include, among others, the risks and uncertainties described under the heading “Risk Factors” set forth in our Annual Report on Form 10-K for the year ended December 31, 2008, and the other reports we may file with the SEC.
 
Although we believe that expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this press release.  Except as may be required under federal law, we undertake no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur.
 
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, (317) 348-2100
 
Web site: www.edcih.com
 


 


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