NEW YORK, Oct. 22 /PRNewswire-FirstCall/ -- EDCI Holdings,
Inc. (Nasdaq: EDCI) (the "Company" or "EDCI"), today announced that
it has notified the NASDAQ Stock Market (the "NASDAQ") of its
intent to voluntarily delist its common stock from the NASDAQ, in
furtherance of its previous public announcement that it intends to
voluntarily deregister its common stock under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and cease
its reporting obligations with the Securities and Exchange
Commission ("SEC"). The notice to the NASDAQ has been filed
in anticipation of a favorable vote by the Company's stockholders
at a special meeting to be held on November
8, 2010 on a proposal to effect a 1-for-1,400 reverse stock
split of the Company's common stock, followed immediately by a
1,400-for-1 forward stock split, for the purpose of reducing the
number of EDCI stockholders to less than 300 such that EDCI can
deregister its common stock pursuant to applicable Exchange Act
rules and cease SEC reporting obligations (the "Split
Transaction").
The decision to voluntarily delist and deregister the Company's
common stock was made in conjunction with the implementation of the
Company's previously announced plan of dissolution and will reduce
expenses on an annual basis associated with the Company's NASDAQ
listing and compliance with SEC reporting requirements, which
include legal, accounting, and other administrative fees,
particularly with respect to the Sarbanes-Oxley Act of 2002.
As a result, EDCI does not believe the benefits of having its
common stock listed on the NASDAQ and registered with the SEC
outweigh the associated annual costs, especially since the Company
is in dissolution. Management believes that the expense
reductions inherent in delisting and deregistering the common stock
will benefit the Company and its stockholders and ultimately will
serve to maximize, to the greatest extent possible, the Company's
dissolution distributions to its stockholders. We refer
stockholders to the Proxy Statement on Schedule 14A filed with the
SEC on October 12, 2010 for a further
discussion the of rationale for the Split Transaction.
EDCI anticipates that it will file a Form 25 with the SEC
relating to the delisting of its common stock on or about
November 1, 2010, if it is evident
that the Company's stockholders are likely to approve the Split
Transaction. In this regard, EDCI expects that the last day
of trading of its common stock on the NASDAQ will be on or about
November 1, 2010. EDCI's
expects its common stock still will be eligible to trade in the
Pink Sheets on or about November 2,
2010.
Stockholders are referred to the Proxy Statement on Schedule 14A
filed with the SEC on October 12,
2010 for a further discussion of the Split Transaction.
About EDCI Holdings, Inc.
EDCI Holdings, Inc. (Nasdaq: EDCI) is engaged in carrying-out
its Plan of Complete Liquidation and Dissolution (the "Plan of
Dissolution"), which was approved by EDCI's stockholders on
January 7, 2010. EDCI is also
the majority equity-holder of Entertainment Distribution Company,
LLC ("EDC"), a European provider of supply chain services to the
optical disc market. For more information, please visit
www.edcih.com.
Cautionary Statement About Forward Looking Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. These statements include, without limitation,
statements regarding the completion of the split transaction
described herein, the proposed terms of the reverse and forward
stock splits, including the ratios and purchase price for
fractional shares, the timing and effectiveness of the split
transaction and the deregistration and delisting of EDCI's common
stock, and the timing of certain actions contemplated by the Plan
of Dissolution. When used in this press release, the words
"anticipates," "will," "expects," or "intends to" and other similar
expressions are intended to identify such forward-looking
statements. Forward-looking statements are based on the
opinions, expectations, forecasts, assumptions and estimates of
management at the time the statements are made and are subject to
risks and uncertainties that could cause actual results or the
level of activity, performance or achievements expressed or implied
by such statements to differ materially from our expectations of
future results, level of activity, performance or achievements
expressed or implied by those statements. Such differences
may be caused by factors such as, but not limited to, EDCI's
ability to sell or monetize its assets in a timely manner or at all
pursuant to its Plan of Dissolution; EDCI's ability to settle, make
reasonable provision for, or otherwise resolve its liabilities and
obligations; a change in economic conditions; the risks associated
with EDCI's dependence on Universal Music Group's cooperation
regarding any transaction involving EDC; and our Board of
Director's ability to abandon or delay the implementation of the
split transaction and/or the Plan of Dissolution. More
information about these and other important factors that could
affect our business and financial results is included in the
Company's reports filed with the SEC, including our quarterly
report on Form 10-Q we filed with the SEC on August 10, 2010, our annual report on Form 10-K
we filed with the SEC on March 5,
2010, and the definitive proxy statements we filed with the
SEC on May 3 and October 12, 2010, as well as EDCI's other filings
with the SEC. EDCI undertakes no obligation to publicly update or
revise any forward-looking statements.
Web site: www.edcih.com
SOURCE EDCI Holdings, Inc.
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