-----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, NCW1seBA4AEIJCa9Vq8GEvVlao2WCsTnazaCkDevMtu9Bbs3iMqkQCDIUhVGmx0w 8LoTx79e0QEmi/AgJuOlXg== 0001275287-05-002280.txt : 20050622 0001275287-05-002280.hdr.sgml : 20050622 20050622140131 ACCESSION NUMBER: 0001275287-05-002280 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050622 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050622 DATE AS OF CHANGE: 20050622 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MOVIE GALLERY INC CENTRAL INDEX KEY: 0000925178 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-VIDEO TAPE RENTAL [7841] IRS NUMBER: 631120122 STATE OF INCORPORATION: DE FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24548 FILM NUMBER: 05909805 BUSINESS ADDRESS: STREET 1: 900 WEST MAIN STREET CITY: DOTHAN STATE: AL ZIP: 36301 BUSINESS PHONE: 3346772108 MAIL ADDRESS: STREET 1: 900 WEST MAIN STREET CITY: DOTHAN STATE: AL ZIP: 36301 8-K 1 mg2955.txt ================================================================================ 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 22, 2005 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 Number) 900 West Main Street Dothan, Alabama 36301 (Address of principal executive offices) (Zip Code) (334) 677-2108 (Registrant's telephone number, including area code) N/A (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: [ ] 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 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. On June 22, 2005, Movie Gallery, Inc. (the "Company") appointed Timothy R. Price to serve as its Executive Vice President and Chief Financial Officer. Mr. Price has served as the Chief Financial Officer of Hollywood Entertainment Corporation since its acquisition by the Company in April 2005. Ivy M. Jernigan, former Chief Financial Officer of the Company, has been appointed as a Senior Vice President of the Company and will continue to serve as Chief Financial Officer of Movie Gallery US, Inc., a subsidiary of the Company. A copy of the press release announcing Mr. Price's appointment is attached hereto as Exhibit 99.1 and incorporated by reference. Mr. Price has been with Hollywood Entertainment Corporation since January 2003, initially serving as its Senior Vice President of Finance and being named its Chief Financial Officer in July 2003. Prior to joining Hollywood, Mr. Price was with May Company, serving as Chief Financial Officer for Robinson's-May from 2000 to 2002 and Vice President and Controller of Hecht's from 1998 to 2000. Prior to serving in these positions, Mr. Price served as Vice President and Controller of Kohl's from 1996 to 1998 and held a variety of financial executive positions at the Limited from 1988 to 1996. ITEM 8.01. OTHER EVENTS On June 22, 2005, the Company issued a news release announcing a business update, which release is attached hereto as Exhibit 99.1 and incorporated by reference. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 99.1 Press Release dated June 22, 2005 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: June 22, 2005 BY: /s/ S. Page Todd ------------------------------------ S. Page Todd Executive Vice President, Secretary General Counsel INDEX TO EXHIBITS EXHIBIT NO. DESCRIPTION - ----------- --------------------------------- 99.1 Press Release dated June 22, 2005 EX-99.1 2 mg2955ex991.txt Exhibit 99.1 MOVIE GALLERY ANNOUNCES THE APPOINTMENT OF HOLLYWOOD'S TIMOTHY R. PRICE TO EXECUTIVE VICE PRESIDENT, CFO OF THE COMBINED COMPANY DOTHAN, Ala., June 22 /PRNewswire-FirstCall/ -- Movie Gallery, Inc. (Nasdaq: MOVI), announces the appointment of Timothy R. Price to Executive Vice President, Chief Financial Officer of the Company. Price had been Hollywood Entertainment's Executive Vice President and Chief Financial Officer, having joined the company in January 2003. Prior to that Mr. Price was with May Co. for four years, most recently as CFO for Robinson's-May. Prior to May Co., Mr. Price spent 11 years in accounting and finance at Kohl's and The Limited. Joe Malugen, Chairman, CEO and President of Movie Gallery, comments, "We believe the promotion of Tim Price to CFO for the combined company gives us the additional experience and leadership to maximize opportunities and leverage the strengths of these two great companies. We are very pleased with the integration process to date. We have aligned and are consolidating several key areas such as Store Development, Legal, Game Crazy(R), Distribution and Finance. Our leadership teams are now in place and we are moving quickly on targeting efficiencies and implementing best practices." Business Update "Already in progress are key efficiencies for the Game businesses of both companies, starting with the closure of 51 non-profitable Game Crazy stores," said Mr. Malugen. "After evaluating all lower performing Game Crazy stores, 51 were targeted for closure by the end of June 2005. Also targeted in the game business integration is the re-branding of Movie Gallery's 23 Game Zone(R) stores with the more established national Game Crazy brand." "For the second quarter of 2005, we were originally forecasting our same-store sales to be down slightly; however, the recent weakness in the home video release schedule is having a significant adverse impact on our results," said Malugen. "In addition, with the theatrical box-office in its 17th week of a slowdown and enduring its worst slump in two decades, we believe that the flow-through of an unimpressive slate of titles will continue to adversely impact our stores in both the rural and urban markets over the next few months." About Movie Gallery Movie Gallery is the second largest North American video rental company with annual revenue in excess of $2.5 billion and approximately 4,700 stores located in all 50 U.S. states, Mexico and Canada. Forward-Looking Statements This release contains forward-looking statements, including statements relating to Movie Gallery's recent acquisition of Hollywood Entertainment. The forward-looking statements in this release are based upon the Company's current intent, estimates, expectations and projections and involve a number of risks and uncertainties. These risks and uncertainties include, but are not limited to: (i) our ability to integrate appropriate functions of Hollywood; (ii) effects of the long-term indebtedness that was incurred to fund the acquisition of Hollywood; (iii) the number of new store openings during the year; (iv) declines in same-store revenues; (v) the Company's actual expenses differ from estimates and expectations; (vi) competitive pressures are greater than anticipated; (vii) availability of new movie releases priced for sale may negatively impact consumers' desire to rent movies; (viii) movie studios could change their distribution policies; (ix) video game hardware and software manufacturers may fail to introduce new products; (x) Movie Gallery's and Hollywood's information systems may fail to perform as anticipated; (xi) consumer demand for movies and games may be less than expected; (xii) availability of movies and games may be less than expected; (xiii) competitive pressures, including technological advances, may be greater than anticipated; (xiv) the Company may expand its investment in existing strategic initiatives for alternative delivery of media content or choose to invest in significant new strategic initiatives; (xv) risks and costs related to integrating acquisitions; and (xvi) other risks described in Movie Gallery's filings with the Securities and Exchange Commission, including the detailed factors discussed under the heading "Cautionary Statements" in Movie Gallery's annual report on Form 10-K for the fiscal year ended January 2, 2005. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise. Contact: Michelle Lewis Movie Gallery, Inc. (334) 702-2416 Thomas Johnson Movie Gallery, Inc. (334) 702-2400 SOURCE Movie Gallery, Inc. -0- 06/22/2005 /CONTACT: Michelle Lewis, +1-334-702-2416, or Thomas Johnson, +1-334-702-2400, both of Movie Gallery, Inc./ /Web site: http://www.moviegallery.com -----END PRIVACY-ENHANCED MESSAGE-----