-----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, PIYxAFhrXbu180W4vPhzmAA+H1sTsGjQNXJonTgPVdhoKqyDtmRpQgbtLOwHdAFv CHr/9hIEIKY4CAMWkdHpmg== 0001188112-08-002969.txt : 20081027 0001188112-08-002969.hdr.sgml : 20081027 20081027172630 ACCESSION NUMBER: 0001188112-08-002969 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20081027 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081027 DATE AS OF CHANGE: 20081027 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: 081143032 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 t63890_8k.htm FORM 8-K t63890_8k.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 27, 2008
 
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.)
 
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)

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)
   
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 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On October 27, 2008, EDCI Holdings, Inc. (the “Company”) and Clarke H. Bailey entered into a letter agreement (the “Bailey Employment Agreement”) to confirm certain terms of Mr. Bailey’s continued employment with the Company and to reflect Mr. Bailey’s new title and duties in the position of Chairman and Interim Chief Executive Officer, to which he was appointed September 19, 2008.  Pursuant to the Bailey Employment Agreement, Mr. Bailey will receive a base salary of $37,500 per month and a car allowance of $700 per month.  The Bailey Employment Agreement also provides that Mr. Bailey will be eligible to participate in the Company’s annual bonus plan and receive discretionary bonus awards, as determined by the Board of Directors of the Company.  Mr. Bailey may participate in all retirement plans, life, medical/dental insurance plans and disability insurance plans of the Company, to the extent eligible.  The Bailey Employment Agreement also contains provisions that comply with Section 409A of the Internal Revenue Code, including a delay in payment in situations where payments would otherwise not be compliant with Section 409A.  Mr. Bailey is an at-will employee, and the Bailey Employment Agreement may be terminated by the Company or Mr. Bailey at any time upon two weeks notice.
 
A copy of the Bailey Employment Agreement is filed with this report as Exhibit 10.1 and is hereby incorporated by reference.  The foregoing description of the Bailey Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Bailey Employment Agreement.
 
Item 9.01.
Financial Statements and Exhibits.
   
        (d)
 Exhibits

Exhibit No.
Description
  
10.1
Letter Agreement between Clarke H. Bailey and EDCI Holdings, Inc. dated October 27, 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.
 
 
EDCI HOLDINGS, INC.
  
       
       
Date: October 27, 2008
By:
/s/ Michael Klinger
  
   
Michael Klinger
  
   
Chief Financial Officer
  
EX-10.1 2 ex10-1.htm EXHIBIT 10.1 ex10-1.htm
Exhibit 10.1
 

October 23, 2008


Mr. Clarke H. Bailey
825 8th Avenue, 29rd Floor
New York, NY  10019

Dear Clarke,

 
This letter confirms certain terms and conditions of your continued employment in consideration of your new title and duties effective September 19, 2008, in the position of Chairman and Interim Chief Executive Officer of EDCI Holdings, Inc. (The “Company”) and supersedes any prior offer letter or other agreement regarding your employment by the Company or any of its subsidiaries.  This position is located in or near New York, NY, and reports directly to the Board of Directors of the Company.  In your capacity as Chairman and Chief Executive Officer of the Company, all of the officers of the Company shall report directly to you or your designee. You will also: (1) devote substantially all of your business time, attention and abilities to the Company’s business and (2) faithfully serve the Company and use your best efforts to promote the interests of the Company and to enhance shareholder value.  You are directly or indirectly responsible for all activities of the Company and are specifically responsible for merger and acquisition activities, external communications, investor relations, and any other activities which may be assigned to you by the Board of Directors.  The Company understands that you are currently serving on the boards of Iron Mountain Inc, and ACT Teleconferencing Services.  The Company agrees that you may continue to serve on those boards so long as there is no conflict of interest between any of those organizations and the Company and your duties as a member of those boards do not unreasonably interfere with your duties under this letter agreement.
 
Your base compensation will be $37,500 per month (the “Base Salary”), which shall be paid in bi-weekly installments in accordance with the Company’s normal payroll practices.  Your Base Salary may be increased (but not decreased) in the manner determined by the Company in consultation with the Company’s Board of Directors (the “Board”) or the Compensation Committee of the Board.

You will be eligible to participate in the Company’s bonus plans or programs as shall be established by the Board upon recommendations from management of the Company from time to time for senior executives of the Company.  In addition, you will be eligible to receive discretionary bonus awards as the Board may determine in its sole discretion from time to time.

During the term of your employment, you will receive a monthly car allowance of $700, which will cover local driving and parking expenses incurred in connection with the performance of your duties hereunder.

During the term of your employment, you may participate in all retirement plans, life, medical/dental insurance plans and disability insurance plans of the Company, as in effect from time to time, to the extent that you qualify under the eligibility requirements of each plan or program.  Details of our current benefits plan have previously been provided to you.
 
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Notwithstanding the foregoing, if any benefit or amount payable to you under this letter on account of your termination of employment constitutes “nonqualified deferred compensation” (“Deferred Compensation”) within the meaning of Section 409A of the Internal Revenue Code (“409A”), payment of such Deferred Compensation shall commence when you incur a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h) (“Separation from Service”).  However, if you are a “specified employee” within the meaning of 409A at the time of your Separation from Service, any Deferred Compensation payable to you under this letter on account of your termination of employment shall be delayed until the first day of the seventh month following your Separation from Service (the “409A Suspension Period”).  Within 14 calendar days after the end of the 409A Suspension Period, the Company shall pay to you a lump sum payment in cash equal to any payments (including interest on any such payments, at an interest rate of not less than the average prime interest rate, as published in the Wall Street Journal, over the 409A Suspension Period) that the Company would otherwise have been required to provide under this letter but for the imposition of the 409A Suspension Period.  Thereafter, you shall receive any remaining payments due under this letter in accordance with its terms as if there had not been any suspension period beforehand.

Your position with the Company is that of an at-will employee and your employment with the Company and this letter agreement may be terminated at any time by the Company or you upon two weeks notice.

No representation, promise or inducement has been made by the Company or you that is not embodied in this letter agreement.

This letter agreement may not be modified or amended in any way unless in writing signed by each of the parties hereto.

Please confirm the terms and conditions set forth herein by countersigning this letter in the space provided below.

Sincerely,

/s/ Howard Speaks

Howard “Skip” Speaks
Lead Independent Director


Accepted by: /s/ Clarke Bailey                                    Date: October 27, 2008                             
                             Clarke Bailey
      
 
 
 
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