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): August 25,
2008
EDCI
HOLDINGS, INC.
(
Exact name of registrant as
specified in its charter)
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DELAWARE
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001-34015
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26-2694280
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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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825
8th Avenue, 23rd Floor
New
York, New York 10019
(Address
of Principal
Executive
Offices)
(212)
333-8400
(Registrant’s
telephone number, including area code)
(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:
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o
Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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o
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR
240.14d- 2(b))
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o
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR
240.13e-4(c))
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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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(e) On
August 25, 2008, Entertainment Distribution Company, Inc., the wholly-owned
subsidiary of the Registrant, (the
“Company
”)
and Mathew K.
Behrent, the Company’s Executive Vice President, Corporate Development, entered
into an amended and restated employment letter agreement (the “Behrent
Employment Agreement”) and the Company and Jordan M. Copland, the Company’s
Executive Vice President and Chief Financial Officer and Interim Chief Executive
Officer, entered into an amended and restated employment letter agreement (the
“Copland Employment Agreement” and collectively with the Behrent Employment
Agreement, the “Agreements”). The amended Agreements provide that if
either executive is terminated following the payment of the “stay bonus” set
forth therein, other than following a Change in Control, they shall no longer be
entitled to the severance payments and continued health care benefits that were
provided for by for the Agreements. The “stay bonuses”, which were
provided for in the form of the Agreements signed in December 2007, are payable
in a lump sum, in an amount equal to each executive’s annual base salary, if he
remains employed by the Company through September 1,
2008. If either executive’s employment is terminated by the
Company or by the executive, for any reason, after payment of the stay bonus,
other than following a Change in Control, the executive shall be entitled only
to accrued salary and vacation pay through the date of termination and any other
compensation payments or benefits which have accrued and are payable in
connection with the termination. The amendments do not alter any other terms of
the Agreements, including base salary and provisions providing for severance for
certain terminations following a Change in Control.
A copy of the Behrent Employment
Agreement and the Copland Employment Agreement as amended are filed with this
report as Exhibit 10.1 and 10.2, respectively, and are hereby incorporated by
reference. The foregoing descriptions of the Behrent Employment
Agreement the Copland Employment Agreement do not purport to be complete and are
qualified in their entirety by reference to the full text of the
Agreements.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit
No.
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Description
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10.1
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Amended
and Restated Letter Agreement between Matthew K. Behrent and Entertainment
Distribution Company, Inc. dated August 25, 2008.
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10.2
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Amended
and Restated Letter Agreement between Jordan M. Copland and Entertainment
Distribution Company, Inc. dated August 25,
2008.
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SIGNATURES
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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EDCI
HOLDINGS, INC.
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Date:
August 26, 2008
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By:
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/s/
Jordan
M. Copland
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Jordan
M. Copland
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Interim
Chief Executive Officer and Chief Financial
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Officer
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Entertainment
Distribution Company, Inc.
Exhibit
Index
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Exhibit
No.
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Description
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10.1
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Amended
and Restated Letter Agreement between Matthew K. Behrent and Entertainment
Distribution Company, Inc. dated August 25, 2008.
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10.2
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Amended
and Restated Letter Agreement between Jordan M. Copland and Entertainment
Distribution Company, Inc. dated August 25,
2008.
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