- Current report filing (8-K)
02 2월 2010 - 7:01AM
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):
January
27, 2010
______________
IMAGE
ENTERTAINMENT, INC.
(Exact
name of registrant as specified in its charter)
______________
Delaware
|
000-11071
|
84-0685613
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
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.
Delisting Determination
As previously reported in Current Reports on Form 8-K filed on December
18, 2009 and January 14, 2010, Image Entertainment, Inc. ("
Image
")
failed to comply with various listing requirements of The Nasdaq Stock
Market ("
Nasdaq
") and received a delisting determination
letter. Image requested and participated in a hearing before a Nasdaq
Hearing Panel (the "
Panel
") on January 20, 2010 to appeal
the delisting determination of the staff of the Nasdaq Listing
Qualifications Department (the "
Staff
").
On February 1, 2010, Image received a letter from Nasdaq notifying Image
of the Panel's determination to deny Image's request for continued
listing on Nasdaq and to delist Image's common stock. The letter
indicated that Image's common stock will be suspended from trading on
Nasdaq effective at the open of business on Wednesday, February 3, 2010.
Following the delisting, Image currently expects that its common stock
will be quoted on the Pink Sheets, a centralized electronic quotation
service for over-the-counter securities, so long as market makers
demonstrate an interest in trading in Image's common stock. No
assurance can be given that the market makers will continue to make a
market in Image's common stock or that Image's common stock will be
quoted on the Pink Sheets.
Image currently does not intend to deregister its common stock with the
Securities and Exchange Commission (the "
SEC
"). Accordingly,
it will continue to file periodic, quarterly and annual reports with the
SEC.
Staff Deficiency Letter
On January 27, 2010, Image received a Nasdaq Staff Deficiency Letter
from the Staff. The letter indicated that Image's previously announced
issuance of 3.5 million shares of common stock on January 8, 2010 to the
holder of its senior secured convertible note due 2011 (the "
Note
")
in exchange for $10,000 in principal amount of the Note (the "
Exchange
")
required shareholder approval under Listing Rule 5635(d). The Staff
determined to aggregate the Exchange and Image's previously announced
sale of Series B Preferred Stock and Series C Preferred Stock that also
closed on January 8, 2010 (the "
Financing
") and that did not
comply with Listing Rules 5635(d), 5635(b) and 5640. The Staff's
determination to aggregate the Exchange with the Financing was based on
the timing, use of proceeds and the fact that the transactions were all
part of the same financing plan. The letter also indicated that Image
did not timely file a Notification Form Listing of Additional Shares
with respect to the shares issued in the exchange in violation of
Listing Rule 5250(e)(2). In light of the delisting determination
discussed above, Image has determined not to take any action or response
in response to the letter.
Item 8.01. Other Events.
On February 1, 2010, Image
issued a press release announcing
receipt of the Panel's delisting determination and the Nasdaq deficiency
letter discussed under Item 3.01 above, which is filed as Exhibit 99.1
hereto and is incorporated herein by reference.
This Current Report on Form 8-K includes forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of
1995 relating to, among other things, Image's current expectations that
its common stock will be quoted on the Pink Sheets and that it does not
intend to deregister its common stock with the SEC. These statements
may be identified by the use of words such as “will,” “may,” “estimate,”
“expect,” “intend,” “plan,” and “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 Image’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 market makers not continuing to make a market in
Image's common stock and the ability of Image’s common stock to be
quoted on the Pink Sheets. For details and a discussion of other risks
and uncertainties, see “Forward-Looking Statements” and “Risk Factors”
in Image’s most recent Annual Report on Form 10-K, and Image’s most
recent Quarterly Reports on Form 10-Q. Unless otherwise required by
law, Image 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
|
Press Release dated February 1, 2010
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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.
|
|
IMAGE ENTERTAINMENT, INC.
|
|
|
|
|
|
|
|
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Dated:
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February 1, 2010
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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.
|
|
Description
|
|
|
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99.1
|
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Press Release dated February 1, 2010
|
Image Entertainment (NASDAQ:DISK)
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