8-K 1 r8k-0822.txt CURRENT REPORT ON FORM 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) August 20, 2007 MOVIE GALLERY, INC. (Exact name of registrant as specified in its charter) Delaware 0-24548 63-1120122 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 900 West Main Street Dothan, Alabama 36301 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (334) 677-2108 ------------------------------------------------------------- (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 8.01. OTHER EVENTS. On August 20, 2007, Movie Gallery, Inc. (the "Company") elected pursuant to Section 2.5(f) of the Second Lien Credit and Guaranty Agreement dated as of March 8, 2007 among the Company, certain subsidiaries of the Company, as guarantors, various lenders party thereto, Goldman Sachs Credit Partners L.P., as lead arranger and syndication agent, and CapitalSource Finance LLC, as administrative agent (in such capacity, the "Administrative Agent") and collateral agent, to pay-in-kind 100% of the interest on the entire principal amount of the loans commencing with the next interest period effective under the credit agreement. A copy of the notice provided by the Company is filed herewith as Exhibit 99.1 and is incorporated herein by reference. Forward-Looking Statements To take advantage of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, you are hereby cautioned that this current report on Form 8-K contains forward-looking statements, including descriptions of the Company's proposed strategic and restructuring alternatives and liquidity outlook, that are based upon the Company's current intent, estimates, expectations and projections and involve a number of risks and uncertainties. Various factors exist which may cause results to differ from these expectations. These risks and uncertainties include, but are not limited to, the risk factors that are discussed from time to time in the Company's SEC reports, including, but not limited to, the Company's annual report on Form 10-K for the fiscal year ended January 1, 2006 and subsequently filed quarterly reports on Form 10-Q. In addition to the potential effect of these ongoing factors, the Company's liquidity outlook is subject to change based upon the Company's operating performance, including as a result of changes in the availability of credit from the Company's suppliers, and there can be no assurance regarding the Company's ability to complete any restructuring or other transaction. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits 99.1 Letter, dated as of August 20, 2007, from the Company to the Administrative Agent. 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. MOVIE GALLERY, INC. Date: August 22, 2007 /S/ Thomas D. Johnson, Jr. --------------------------------- Thomas D. Johnson, Jr. Executive Vice President - Chief Financial Officer INDEX TO EXHIBITS 99.1 Letter, dated as of August 20, 2007, from the Company to the Administrative Agent.