- Current report filing (8-K)
19 12월 2009 - 7:27AM
Edgar (US Regulatory)
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):
December
15, 2009
______________
IMAGE
ENTERTAINMENT, INC.
(Exact
name of registrant as specified in its charter)
______________
Delaware
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000-11071
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84-0685613
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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20525 Nordhoff Street, Suite 200, Chatsworth, California 91311
(Address
of principal executive offices) (Zip
Code)
Registrant's
telephone number, including area code:
(818)
407-9100
(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 3.01. Notice of Delisting or Failure to Satisfy a
Continued Listing Rule or Standard; Transfer of Listing.
On December 15, 2009, Image Entertainment, Inc. (the Company) received a
Nasdaq Staff Determination Letter (the Letter) from the staff of the
Nasdaq Stock Market Listing Qualifications Department (the Staff). The
Letter indicated that the Company had not regained compliance in
accordance with Listing Rule 5810(c)(3)(D) with the minimum market value
of publicly held shares requirement for continued listing set forth in
Listing Rule 5450(b)(2)(C) by December 14, 2009 in accordance with the
Nasdaq Staff Deficiency Letter previously issued on September 15,
2009. The Letter further indicated that, unless the Company requests a
hearing to appeal the Staff's determination by December 22, 2009,
trading of the Company’s common stock will be suspended from The Nasdaq
Stock Market (Nasdaq) effective as of the opening of business on
December 24, 2009 and a Form 25-NSE will be filed with the Securities
and Exchange Commission that will remove the Company’s common stock from
listing and registration on Nasdaq.
The Company currently intends to request a hearing before a Nasdaq
Hearings Panel (the Panel) to appeal the Staff's delisting determination
on or before December 22, 2009. A hearing would stay the suspension of
the Company's common stock and the filing of the Form 25-NSE pending the
issuance of the Panel's written decision. Accordingly, so long as the
Company requests a hearing by the deadline the Company’s common stock is
expected to continue to be listed on The Nasdaq Global Market pending
the conclusion of the appeal process. There can be no assurance that the
Panel will grant the Company’s request for continued listing.
On December 18, 2009, we issued a press release announcing the receipt
of the Letter and the Company’s current intention to appeal the Staff's
delisting determination. The press release is filed as Exhibit 99.1
hereto and is incorporated herein by reference.
Item 8.01. Other Events.
On December 15, 2009, we received a letter from Wachovia Capital Finance
Corporation (Western) (the Agent), the agent for the lenders under our
Loan and Security Agreement, as amended (Loan Agreement). The letter
notified us that due to the event of default under the Loan Agreement
resulting from our default under our 8.875% amended and restated senior
secured convertible note due August 30, 2011, (i) all obligations under
the Loan Agreement will bear interest at the default rate, which is 2.0%
per annum higher than the current borrowing rate of 4.0% per annum, and
(ii) the Agent is establishing a reserve of $2.5 million that will
reduce our borrowing availability from $5.6 million to $3.1 million as
of December 15, 2009. The letter further noted that the Agent and the
lenders are presently evaluating whether to exercise any of their other
available rights and remedies under the Loan Agreement, the related
financing agreements or applicable law in response to the event of
default.
This Form 8-K includes forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995 relating to, among
other things, the Company’s current intentions to appeal the Staff's
delisting determination and the ability of the Company's common stock to
continue to be listed on The Nasdaq Global Market. These statements may
be identified by the use of words such as “will,” “may,” “estimate,”
“expect,” “intend,” “plan,” “believe.” All forward-looking statements
are based on management’s current expectations and involve inherent
risks and uncertainties, including factors (some of which may be beyond
the Company's ability to control or predict) that could delay, divert or
change any of them, and could cause actual outcomes and results to
differ materially from current expectations. Such risks and
uncertainties include, but are not limited to, failure to appeal the
Staff's delisting determination and a decision by the Panel to not grant
the Company's request for continued listing. For details and a
discussion of other risks and uncertainties, see “Forward-Looking
Statements” and “Risk Factors” in the Company’s most recent Annual
Report on Form 10-K, and the Company’s most recent Quarterly Reports on
Form 10-Q. Unless otherwise required by law, the Company undertakes no
obligation to publicly update any forward-looking statement, whether as
a result of new information, future events or otherwise.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number
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Exhibit Description
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99.1
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Press Release dated December 18, 2009.
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SIGNATURE
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.
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IMAGE ENTERTAINMENT, INC.
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Dated:
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December 18, 2009
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By:
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/s/ Michael B. Bayer
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Michael B. Bayer
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Corporate Secretary
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EXHIBIT INDEX
Exhibit No.
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Description
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99.1
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Press release, dated December 18, 2009.
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Image Entertainment (NASDAQ:DISK)
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