NEW YORK, Nov. 3, 2010 /PRNewswire/ -- EDCI Holdings, Inc.
(Nasdaq: EDCI) (the "Company" or "EDCI"), today announced that,
based on current voting results indicating more than a majority of
EDCI's outstanding stock had been voted in favor of the Split
Transaction (defined below), it had filed a Form 25, Notification
of Removal from Listing and/or Registration under Section 12(b) of
the Securities Exchange Act (the "Exchange Act"), with the
Securities and Exchange Commission ("SEC") and NASDAQ. EDCI
expects its common stock will be quoted in the over-the-counter
market on the Pink Sheets beginning November
4, 2010. On or about the effective date of the NASDAQ
delisting, which is expect to be November
13, 2010, the Company intends to file a Form 15, Notice of
Termination of Registration or Suspension of Duty to File, with the
SEC to terminate its reporting obligations under the Exchange Act.
The Form 25 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"). EDCI's shares will continue to
trade on the over-the-counter market on the Pink Sheets using
"EDCI".
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, 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.
SOURCE EDCI Holdings, Inc.