Current Report Filing (8-k)
April 03 2019 - 4:33PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
March 29, 2019
(Date of earliest event reported)
Cinedigm Corp.
(Exact name of registrant as specified in
its charter)
Delaware
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001-31810
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22-3720962
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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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45 West 36
th
Street, 7
th
Floor, New York, New York
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10018
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(Address of principal executive offices)
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(Zip Code)
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212-206-8600
(Registrant’s telephone number, including
area code)
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):
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¨
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
¨
Emerging growth company
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
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Item 5.02.
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Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On March 29, 2019, William S. Sondheim,
who served as President of the Cinedigm Entertainment Group division of Cinedigm Corp. (the “Company”), left the Company
to pursue outside entrepreneurial opportunities.
Mr. Sondheim will continue to provide the
Company with consulting services relating to its content and entertainment business. Accordingly, Mr. Sondheim and the Company
entered into a Consulting Agreement, dated as of March 29, 2019 (the “Consulting Agreement”), which provides for a
six (6) month term (the “Term”) with a monthly fee of $36,413.56. The Consulting Agreement further provides that Mr.
Sondheim will not render services of the kind rendered to the Company to any person or entity other than the Company during the
Term, but if he elects to render such services to a person or entity other than the Company, the monthly fee will be reduced by
50%.
The foregoing description of the Consulting
Agreement does not purport to be complete and is qualified in its entirety by reference to full text of the Consulting Agreement
which will be filed in accordance with SEC regulations.
The Company issued a press release on April
3, 2019 announcing the departure of Mr. Sondheim, a copy of which is furnished as Exhibit 99.1 hereto.
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Item 9.01
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Financial Statements
and Exhibits.
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SIGNATURE
Pursuant to the requirements
of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Dated: April 3, 2019
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By:
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/s/ Gary S. Loffredo
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Name:
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Gary S. Loffredo
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Title:
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Chief Operating Officer, President of Digital Cinema, General Counsel & Secretary
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