8-K 1 r8k-0828.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 27, 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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On August 27, 2007, Movie Gallery, Inc. (the "Company") entered into a Third Amendment to Forbearance Agreement (the "Third Amendment") with Goldman Sachs Credit Partners L.P., as a lender and as administrative agent, Wachovia Bank, National Association, as a lender and collateral agent and the lenders party thereto, to amend the terms of the Forbearance Agreement, dated as of July 20, 2007 (as previously amended, the "Forbearance Agreement"), by and among the Company and the guarantors party thereto, the agents and lenders party thereto. Pursuant to the Forbearance Agreement, as amended by the Third Amendment, the administrative agent and the lenders to the First Lien Credit and Guaranty Agreement, dated as of March 8, 2007, by and among the Company and the guarantors party thereto, the agents and lenders party thereto (the "First Lien Credit Agreement"), have agreed to not exercise any of their default-related rights and remedies as a result of the existing defaults under the First Lien Credit Agreement and as identified in the Forbearance Agreement (the "Existing Defaults") until the earlier to occur of (i) the occurrence of any default or event of default under the First Lien Credit Agreement or the Forbearance Agreement other than the Existing Defaults and (ii) September 30, 2007. Among other things, the Third Amendment also amends the Forbearance Agreement events of default to include the failure by the Company to obtain an amendment, forbearance or waiver from certain other holders of the Company's indebtedness. A copy of the Third Amendment is filed herewith as Exhibit 10.1 and is incorporated herein by reference. A copy of a press release issued by the Company announcing the extension of the Forbearance Agreement 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 10.1 Third Amendment to Forbearance Agreement, dated as of August 27, 2007 by and among the Company, Goldman Sachs Credit Partners, L.P., Wachovia Bank, National Association and the lenders party thereto. 99.1 Press Release dated August 28, 2007. 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 28, 2007 /S/ Thomas D. Johnson, Jr. --------------------------------- Thomas D. Johnson, Jr. Executive Vice President - Chief Financial Officer INDEX TO EXHIBITS 10.1 Third Amendment to Forbearance Agreement, dated as of August 27, 2007 by and among the Company, Goldman Sachs Credit Partners, L.P., Wachovia Bank, National Association and the lenders party thereto. 99.1 Press Release dated August 28, 2007.