-----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, HFGyCDXaTZOaDO+BdNh/WrE6YCcrKLGdhkUXNn+qTcqYAMxWXdD2snSGmJacLYEq N1Tz8PzKYhNZRQ4i4oieKA== 0001116679-08-001538.txt : 20080623 0001116679-08-001538.hdr.sgml : 20080623 20080623144621 ACCESSION NUMBER: 0001116679-08-001538 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080620 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080623 DATE AS OF CHANGE: 20080623 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENTERTAINMENT DISTRIBUTION CO 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: 08911948 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: GLENAYRE TECHNOLOGIES INC DATE OF NAME CHANGE: 19930423 FORMER COMPANY: FORMER CONFORMED NAME: N W GROUP INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: NU WEST GROUP INC DATE OF NAME CHANGE: 19880221 8-K 1 edci8k-062308.htm DATE OF REPORT: JUNE 20, 2008 edci8k-062308.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): June 20, 2008

ENTERTAINMENT DISTRIBUTION COMPANY, INC.
(Exact name of registrant as specified in its charter)

DELAWARE
  
0-15761
  
98-0085742
(State or other jurisdiction
 of incorporation)
  
(Commission
 File Number)
  
(IRS Employer
 Identification No.)

825 8th Avenue, 23rd Floor
New York, New York 10019
(Address of Principal
Executive Offices)

(212) 333-8400
(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:

o 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
 
On June 23, 2008, Entertainment Distribution Company, Inc. (the “Company”) announced that it has applied to The NASDAQ Stock Market (“NASDAQ”) to transfer the listing of the Company's common stock from The NASDAQ Global Market to The NASDAQ Capital Market effective July 2, 2008.  As previously disclosed, on January 4, 2008 the Company received a letter from NASDAQ indicating that the Company had failed to comply with the minimum bid price requirement of $1.00 per share over the previous 30 consecutive business days as required by Marketplace Rule 4450(a)(5). The letter stated that the Company has until July 2, 2008 to regain compliance but would be provided an additional 180 days to gain compliance if it transferred the listing of its common stock to The NASDAQ Capital Market.  Upon the effectiveness of the transfer to The NASDAQ Capital Market, the Company will be afforded an additional 180 calendar days from July 2, 2008, or until December 29, 2008, to comply with the minimum bid price requirement.
 
The Company's common stock will continue to trade under the symbol “EDCI” and trading of the Company's stock will be unaffected by this change.  The NASDAQ Capital Market is one of the three market tier designations for NASDAQ - -listed stocks, and presently includes over 550 companies.  All companies listed on The NASDAQ Capital Market must meet certain financial requirements and adhere to similar corporate governance standards as companies listed on The NASDAQ Global Market.
 
The Company’s news release is furnished as Exhibit 99.1 to this Current Report.
 
Item 8.01 Other Events
 
On June 23, 2008, the Company announced that it would hold its annual meeting of stockholders (the “Annual Meeting”) on Friday, August 22, 2008 at 9:00 a.m. at the Courtyard by Marriott, 1856 Remount Road, Gastonia, North Carolina 28054 at 9:00 a.m. local time.  The record date for the Annual Meeting is June 20, 2008.
 
The Company’s news release is furnished as Exhibit 99.1 to this Current Report.

 
Item 9.01. Financial Statements and Exhibits.
 
(d) Exhibits

Exhibit Number
Description
99.1
Company News Release dated June 23, 2008.
 
 
 
 
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.

 
ENTERTAINMENT DISTRIBUTION COMPANY, INC.
     
     
Date: June 23, 2008
By:
 /s/ Jordan M.  Copland
  
   
Jordan M.  Copland
   
Interim Chief Executive Officer and Chief Financial Officer


 
 EX-99.1 2 ex99-1.htm COMPANY NEWS RELEASE DATED JUNE 23, 2008 ex99-1.htm
 
 
Exhibit 99.1
 
Contact: Brainerd Communicators, Inc.
Jennifer Gery (media)
Mike Smargiassi/Dianne Pascarella (investors)
212.986.6667

Entertainment Distribution Company Moves Listing to
NASDAQ Capital Market from NASDAQ Global Market

-Announces Date for Annual Shareholder Meeting-

NEW YORK – June 23, 2008 – Entertainment Distribution Company, Inc. (NASDAQ: EDCI) (“EDCI”), the majority shareholder of Entertainment Distribution Company, LLC (“EDC, LLC”) a global and independent provider of supply chain services to the home entertainment market, today announced that the Company has applied to The NASDAQ Stock Market to transfer the listing of its common stock from The NASDAQ Global Market to The NASDAQ Capital Market. EDCI expects that the transfer will be effective as of the market opening on Wednesday, July 2, 2008.

The Company's common stock will continue to trade under the symbol “EDCI” and trading of the Company's stock will be unaffected by this change.  The NASDAQ Capital Market is one of the three market tier designations for NASDAQ-listed stocks, and presently includes over 550 companies.  All companies listed on The NASDAQ Capital Market must meet certain financial requirements and adhere to similar corporate governance standards as companies listed on The NASDAQ Global Market.

The listing transfer is part of the Company's action taken in response to a letter received from NASDAQ on January 4, 2008.  As previously announced on January 7, 2008, EDCI is not in compliance with Marketplace Rule 4450(a)(5), the minimum bid price requirement of $1.00 per share, which is a requirement of NASDAQ to maintain continued listing. Upon transfer of its common stock to The NASDAQ Capital Market, the Company will have an additional 180 calendar days from the original July 2, 2008 deadline, or until December 29, 2008, to regain compliance with NASDAQ's minimum bid price requirement of $1.00 per share.

Additionally, the Company announced today that its 2008 annual shareholders meeting will be held on Friday, August 22, 2008 at the Courtyard by Marriott, 1856 Remount Road, Gastonia, North Carolina 28054 at 9:00 a.m. local time.  The record date for the 2008 annual shareholders meeting is Friday, June 20, 2008.

At the annual meeting of shareholders, the Company will present a proposal for certain transactions that, if approved, would have the effect of a 1:10 reverse stock split to assist it in regaining compliance with the NASDAQ minimum bid price requirement . These transactions would also impose certain transfer restrictions that would assist in protecting the long-term value of the Company’s substantial net operating loss carryforwards.  If these transactions are approved, the Company intends to terminate its Rights Plan as previously announced on April 3, 2008.

This press release shall not constitute a solicitation of proxies for the annual meeting of shareholders or an offer to sell or exchange any securities or a solicitation of an offer to purchase or exchange any securities.  Any such solicitation or offer shall only be made pursuant to appropriate documents filed with the Securities and Exchange Commission in accordance with all applicable securities rules and regulations.

###

About Entertainment Distribution Company
 
 
 
 
 
 
Entertainment Distribution Company, Inc. (NASDAQ: EDCI) is the majority shareholder of Entertainment Distribution Company, LLC (“EDC, LLC”), a global and independent provider of supply chain services to the home entertainment market. EDC, LLC serves every aspect of the manufacturing and distribution process and is one of the largest providers in the industry. Its clients include some of the world’s best-known music, movies and gaming companies. Headquartered in New York, EDC, LLC’s operations include manufacturing and distribution facilities throughout North America and in Hannover, Germany, and a manufacturing facility in Blackburn, UK. For more information, please visit www.edcllc.com.

Safe Harbor Statement
This news release contains statements that may be forward looking within the meaning of applicable securities laws. The statements may include projections regarding future revenues and earnings results, and are based upon the Company’s current forecasts, expectations and assumptions, which are subject to a number of risks and uncertainties that could cause the actual outcomes and results to differ materially. Some of these results and uncertainties are discussed in the Company’s most recently filed Annual Report on Form 10-K, as amended. These factors include, but are not limited to restructuring activities; potential intellectual property infringement claims; potential acquisitions and strategic investments; volatility of stock price; ability to attract and retain key personnel; competition; variability of quarterly results and dependence on key customers; potential market changes resulting from rapid technological advances; proprietary technology; potential changes in government regulation; international business risks; continuation and expansion of third party agreements; sensitivity to economic trends and customer preferences; increased costs or shortages of raw materials or energy; dependence on Universal Music Group; potential inability to manage successful production; advances in technology and changes in customer demands; variability in production levels; and development of digital distribution alternatives including copying and distribution of music and video files.  The Company assumes no obligation to update any forward-looking statements and does not intend to do so except where legally required.
 

 
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