8-K

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):  November 3, 2010
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)		(Zip Code)
(646) 401-0084
(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):

¨ 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 3.01  Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On November 3, 2010, EDCI Holdings, Inc. (“EDCI”), filed a Form 25 with the Securities and Exchange Commission (the “Commission”) to voluntarily withdraw its common stock from listing on the NASDAQ Stock Market and notify the Commission of its intention to deregister its common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended.  EDCI’s filing of the Form 25 was based on current voting results indicating more than a majority of EDCI’s outstanding stock had been voted in favor of the reverse and forward stock split transactions that are scheduled to be voted on by EDCI’s stockholders at a special meeting of stockholders to be held on November 8, 2010.  The press release announcing the filing of the Form 25 is filed as Exhibit 99.1 and is incorporated b y reference herein.

Item 9.01  Financial Statements and Exhibits.

(d)  Exhibits.

The following exhibit is being filed with this Current Report on Form 8-K.

Exhibit No.	Description
99.1	Press Release dated November 3, 2010

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:  November 3, 2010
	By:	/s/ Clarke H. Bailey
		Printed Name: Clarke H. Bailey
		Title: Chief Executive Officer

EXHIBIT INDEX

Exhibit	Description
99.1	Press Release dated November 3, 2010

EX-99.1

Exhibit 99.1

EDCI Holdings, Inc. Files Form 25 Voluntarily Delisting its Common Stock from NASDAQ – Majority of Stockholders Have Voted in Favor of Split Transaction

NEW YORK, (Wednesday), November 3, 2010 /PRNewswire / -- EDCI Holdings, Inc. (Nasdaq: EDCI) (the “Company” or “EDCI”), today announced that, based on current voting results indicating more than a majority of EDCI’s outstanding stock had been voted in favor of the Split Transaction (defined below),  it had filed a Form 25, Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act (the “Exchange Act”), with the Securities and Exchange Commission (“SEC”) and NASDAQ.  EDCI expects its common stock will be quoted in the over-the-counter market on the Pink Sheets beginning November 4, 2010.  On or about the effective date of the NASDAQ delisting, which is expect to be November 13, 2010, the Company intends to fil e a Form 15, Notice of Termination of Registration or Suspension of Duty to File, with the SEC to terminate its reporting obligations under the Exchange Act.  The Form 25 has been filed in anticipation of a favorable vote by the Company’s stockholders at a special meeting to be held on November 8, 2010 on a proposal to effect a 1-for-1,400 reverse stock split of the Company’s common stock, followed immediately by a 1,400-for-1 forward stock split, for the purpose of reducing the number of EDCI stockholders to less than 300 such that EDCI can deregister its common stock pursuant to applicable Exchange Act rules and cease SEC reporting obligations (the “Split Transaction”).  EDCI’s shares will continue to trade on the over-the-counter market on the Pink Sheets using “EDCI”.

About EDCI Holdings, Inc.

EDCI Holdings, Inc. (Nasdaq: EDCI) is engaged in carrying-out its Plan of Complete Liquidation and Dissolution (the “Plan of Dissolution”), which was approved by EDCI’s stockholders on January 7, 2010.  EDCI is also the majority equity-holder of Entertainment Distribution Company, LLC (“EDC”), a European provider of supply chain services to the optical disc market. For more information, please visit www.edcih.com.

Cautionary Statement About 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 completion of the split transaction described herein, the proposed terms of the reverse and forward stock splits, the timing and effectiveness of the split transaction and the deregistration and delisting of EDCI’s common stock, and the timing of certain actions contemplated by the Plan of Dissolution.  When used in this press release, the words “anticipates,” “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.  Such differences may be caused by factors such as, but not limited to, EDCI’s ability to sell or monetize its assets in a timely manner or at all pursuant to its Plan of Dissolution; EDCI’s ability to settle, make reasonable provision for, or otherwise resolve its liabilities and obligations; a change in economic conditions; the risks associated with EDCI’s dependence on Universal Music Group’s cooperation regarding any transaction involving EDC; and our Board of Director’s ability to abandon or delay the imp lementation of the split transaction and/or the Plan of Dissolution.  More information about these and other important factors that could affect our business and financial results is included in the Company’s reports filed with the SEC, including our quarterly report on Form 10-Q we filed with the SEC on August 10, 2010, our annual report on Form 10-K we filed with the SEC on March 5, 2010, and the definitive proxy statements we filed with the SEC on May 3 and October 12, 2010, as well as EDCI’s other filings with the SEC. EDCI undertakes no obligation to publicly update or revise any forward-looking statements.  

Source: EDCI Holdings, Inc.

CONTACT: Matthew K. Behrent, Executive Vice President of Corporate Development, at (646) 201-9549 or Kyle E. Blue, Treasurer at (317) 348-1940.  Web site: www.edcih.com