-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H6bvMyBMU7LyCTOhqpRLgT9wimn1nYzjvZuts8tTzmzXzVzc6/rFJ/hgOxYlZfGJ W9jkZ5Zwfc4EMS2AD4UtNw== 0001157523-05-008980.txt : 20051020 0001157523-05-008980.hdr.sgml : 20051020 20051020080149 ACCESSION NUMBER: 0001157523-05-008980 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051020 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051020 DATE AS OF CHANGE: 20051020 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMAGE ENTERTAINMENT INC CENTRAL INDEX KEY: 0000216324 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ALLIED TO MOTION PICTURE PRODUCTION [7819] IRS NUMBER: 840685613 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-11071 FILM NUMBER: 051146244 BUSINESS ADDRESS: STREET 1: 20525 NORDHOFF STREET STREET 2: SUITE 200 CITY: CHATSWORTH STATE: CA ZIP: 91311 BUSINESS PHONE: 8184079100 MAIL ADDRESS: STREET 1: 20525 NORDHOFF STREET STREET 2: SUITE 200 CITY: CHATSWORTH STATE: CA ZIP: 91311 FORMER COMPANY: FORMER CONFORMED NAME: KEY INTERNATIONAL FILM DISTRIBUTORS INC DATE OF NAME CHANGE: 19830719 8-K 1 a4999656.txt IMAGE ENTERTAINMENT =============================================================================== 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): October 20, 2005 ----------------------- IMAGE ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) ----------------------- Delaware 0-11071 84-0685613 (State or other (Commission File Number) (I.R.S. Employer jurisdiction of incorporation) Identification Number) 20525 Nordhoff Street, Suite 200, Chatsworth, California 91311 (Address of principal executive offices, including zip code) (818) 407-9100 (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): [_] 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 240.24d-2(b)) [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.23e-4(c)) =============================================================================== ITEM 7.01 Regulation FD Disclosure On October 20, 2005, Image Entertainment, Inc. issued a press release concerning an update from the Special Committee of its Board of Directors on the proposal made public by Lions Gate Entertainment Corp. (NYSE: LGF) on September 13, 2005. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference. Unless otherwise required by law, the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. ITEM 9.01 Financial Statements And Exhibits (c) Exhibits Exhibit 99.1 October 20, 2005, Press Release 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. Dated: October 20, 2005 By: /s/ DENNIS HOHN CHO --------------------------------- Name: Dennis Hohn Cho Title: Corporate Secretary EX-99.1 2 a4999656ex991.txt EXHIBIT 99.1 Exhibit 99.1 Image Entertainment Special Committee Provides Update on Evaluation of Proposal from Lions Gate Entertainment CHATSWORTH, Calif.--(BUSINESS WIRE)--Oct. 20, 2005--Image Entertainment, Inc. (Nasdaq:DISK), a leading independent licensee, producer and distributor of home entertainment programming in North America, today announced an update from the Special Committee of its Board of Directors on the proposal made public by Lions Gate Entertainment Corp. (NYSE:LGF) on September 13, 2005. On September 30, 2005, Lions Gate complied with the Special Committee's request to sign a confidentiality agreement, at which time the committee directed Image to provide Lions Gate with extensive information about Image to assist Lions Gate with its due diligence process. On October 14, 2005, and again at the direction of the Special Committee, Image Entertainment senior management made a comprehensive presentation to Lions Gate senior management. Following that presentation, the Special Committee -- satisfied with the information provided to Lions Gate -- requested Lions Gate to submit a revised proposal by October 31, 2005 that better reflects the value of Image. While there are no assurances of an adequate proposal being submitted by Lions Gate, the Special Committee has made this request in an effort to facilitate the process moving forward. "After determining the original offer from Lions Gate was below what we would find acceptable for Image's stockholders, the Special Committee has been focusing its efforts on assisting Lions Gate to secure the additional documentation and information needed to prepare a revised proposal," said Ira S. Epstein, Chairman of the Special Committee. "We are working diligently to facilitate this process and are now awaiting Lions Gate's response, which we have requested be delivered no later than October 31, 2005." About Image Entertainment: Image Entertainment, Inc. is a leading independent licensee, producer and distributor of home entertainment programming in North America, with approximately 3,000 exclusive DVD titles and over 200 exclusive CD titles in domestic release and approximately 300 programs internationally via sublicense agreements. For many of its titles, the Company has exclusive audio and broadcast rights and, through its subsidiary Egami Media, Inc., exclusive video on demand, streaming video and download rights. The Company is headquartered in Chatsworth, California, and has a domestic distribution facility in Las Vegas, Nevada. For more information about Image Entertainment, Inc., please go to www.image-entertainment.com. Forward-Looking Statements: This press release may contain forward-looking statements which are based on the Company's current expectations, forecasts and assumptions. In some cases forward-looking statements may be identified by forward-looking words like "would," "intend," "hope," "will," "may," "should," "expect," "anticipate," "believe," "estimate," "predict," "continue," or similar words. Forward-looking statements involve risks and uncertainties which could cause actual outcomes and results to differ materially from the Company's expectations, forecasts and assumptions. These risks and uncertainties include risks and uncertainties not in the control of the Company, including, without limitation, the current economic climate and other risks and uncertainties, including those enumerated and described in the Company's filings with the Securities and Exchange Commission, which filings are available on the SEC's website at www.sec.gov. Unless otherwise required by law, the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. CONTACT: THE HONIG COMPANY, INC. Steve Honig, 310-246-1801 Press/Corporate Contact press@honigcompany.com or MKR Group, LLC Charles Messman or Todd Kehrli, 818-556-3700 Investor Relations ir@mkr-group.com -----END PRIVACY-ENHANCED MESSAGE-----