-----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, KlUKr4w3Ts7L9D1H5JEXel6+6FiqYdCNb+yc5hRQx5hUFMWjnFBYcVYM8v73RDw3 4xKQ0+/X+z1+r7gRx/PaEQ== 0001362310-09-004013.txt : 20090318 0001362310-09-004013.hdr.sgml : 20090318 20090318161541 ACCESSION NUMBER: 0001362310-09-004013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090312 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090318 DATE AS OF CHANGE: 20090318 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMAGE ENTERTAINMENT INC CENTRAL INDEX KEY: 0000216324 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE DISTRIBUTION [7822] IRS NUMBER: 840685613 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-11071 FILM NUMBER: 09691169 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 c82818e8vk.htm FORM 8-K Form 8-K
 
 

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): March 12, 2009

IMAGE ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
         
Delaware   000-11071   84-0685613
(State or other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)
     
20525 Nordhoff Street, Suite 200, Chatsworth, California
  91311
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (818) 407-9100
 
 
(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective March 12, 2009, Mr. David Borshell has separated from the Company and no longer serves as President of Image Entertainment, Inc. (the “Company”). Upon execution of a waiver and release of claims against the Company, Mr. Borshell will be entitled to the severance payments set forth in the employment letter previously entered into between Mr. Borshell and the Company dated April 1, 2008, as amended on December 22, 2008.

Effective March 12, 2009, Mr. Jeff M. Framer has been appointed President of the Company. Mr. Framer, age 47, has served as the Company’s Chief Financial Officer since April 1993. Prior to that time, from September 1990 through March 1993, Mr. Framer served as the Company’s Controller. Mr. Framer will continue to serve as Chief Financial Officer until his replacement is identified and appointed. Mr. Framer will report directly to the board of directors of the Company.

Effective March 12, 2009, Mr. Derek “Rick” Eiberg, age 42, has been appointed Chief Operating Officer of the Company. Mr. Eiberg served as the Company’s Executive Vice President, Operations and Chief Technology Officer from April 1, 2008 until his appointment to the position of Chief Operating Officer. Prior to that time, from April 2003 until April 1, 2008, Mr. Eiberg served as Senior Vice President, Operations.

There is no family relationship between Mr. Framer or Mr. Eiberg and any of the Company’s directors or executive officers. Other than agreements relating to compensation, which shall be filed in a Current Report to Form 8-K when such agreements are finalized and executed, the Company has not entered into any material plan, contract or arrangement, oral or written, to which Mr. Framer or Mr. Eiberg is a part in connection with their appointments. The Company has not entered into any transactions with Mr. Framer or Mr. Eiberg that would require disclosure under Item 404(a) of Regulation S-K, promulgated under the Securities Exchange Act of 1934, as amended.

Item 8.01 Other Events.

Attached hereto as Exhibit 99.1 and incorporated herein by reference is a copy of a press release issued by the Company on March 16, 2009.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

     
Exhibit No.   Exhibit Description
99.1
  Press release, dated March 16, 2009.

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.
 
   
 Date: March 18, 2009
  By:    /s/ MICHAEL B. BAYER
 
     
 
      Michael B. Bayer
 
      Corporate Secretary 

 

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EXHIBIT INDEX

     
Exhibit No.   Description
99.1
  Press release, dated March 16, 2009.

 

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EX-99.1 2 c82818exv99w1.htm EXHIBIT 99.1 Exhibit 99.1

Exhibit 99.1

IMAGE ENTERTAINMENT APPOINTS JEFF M. FRAMER PRESIDENT

David Borshell Departs Company

CHATSWORTH, Calif., March 16, 2009 – Image Entertainment, Inc. (NASDAQ: DISK), a leading independent licensee, producer and distributor of home entertainment programming in North America, announced today that Jeff M. Framer has been named President of the Company. Mr. Framer has been with Image Entertainment since 1990 and served as the Company’s Chief Financial Officer for the past 15 years. David Borshell, who was named President in April 2008, has left Image Entertainment.

Executive officer Bill Bromiley will continue to serve as Chief Acquisitions Officer, overseeing all of the Company’s content acquisitions, marketing and sales, and Executive Officer Rick Eiberg, who served as Executive Vice President, Operations and Chief Technology Officer since April 2008, has been promoted to Chief Operating Officer.

“On behalf of our shareholders, employees and the board, we want to thank David for his many contributions to Image and for his years of service. David was an integral part of Image Entertainment’s growth over the past 24 years,” said Martin W. Greenwald, Chairman of the Board of Image Entertainment.
Mr. Framer will assume his new responsibilities effective immediately, and will continue as Chief Financial Officer until his replacement is identified and appointed.

“Image Entertainment has been a major force in the distribution of entertainment content for more than 25 years, and is widely recognized as one of the largest providers of home entertainment programming to retailers across North America,” said Framer. “Working with Bill, Rick and the Board, my goal is to continue Image’s growth as a leading entertainment company, providing value to shareholders, desirable product to retailers and superior content to consumers.”

“The Board is extremely pleased to have Jeff at the helm,” said Greenwald. “Jeff has repeatedly demonstrated fiscal responsibility and prowess, sometimes under the most difficult of circumstances, and has a solid track record of leadership and achievement. In addition, Jeff has the unequivocal respect and support of Image’s Board, senior management and employees.”

About Image Entertainment:
Image Entertainment, Inc. is a leading independent licensee, producer and distributor of home entertainment programming in North America, with approximately 3,500 exclusive DVD titles and approximately 370 exclusive CD titles in domestic release and approximately 600 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., has digital download rights to approximately 2,000 video programs and over 300 audio programs containing more than 4,500 tracks. The Company is headquartered in Chatsworth, California. For more information about Image Entertainment, Inc., please go to www.image-entertainment.com.

 

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Forward-Looking Statements:
This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 relating to, among other things, our goals, plans and projections regarding our financial position, results of operations, market position, product development and business strategy. These statements may be identified by the use of words such as “will,” “may,” “estimate,” “expect,” “intend,” “plan,” “believe,” and other terms of similar meaning in connection with any discussion of future operating or financial performance or other events or developments. All forward-looking statements are based on management’s current expectations and involve inherent risks and uncertainties, including factors that could delay, divert or change any of them, and could cause actual outcomes and results to differ materially from current expectations.

These factors include, but are not limited to, (a) our ability to secure media content on acceptable terms, (b) our ability to service our principal and interest obligations on our outstanding debt, (c) the ability of our common stock to continue trading on NASDAQ, (d) changes in the retail DVD and digital media and entertainment industries, (e) changes in our business plan, (f) our inability to raise additional working capital on acceptable terms, (g) heightened competition, including with respect to pricing, entry of new competitors, the development of new products by new and existing competitors, (h) changes in general economic conditions, including the performance of financial markets and interest rates, (i) difficult, adverse and volatile conditions in the global and domestic capital and credit markets, (j) claims that we infringe other parties’ intellectual property, (k) the performance of business partners upon whom we depend, (l) changes in accounting standards, practices or policies, (m) adverse results or other consequences from litigation, arbitration or regulatory investigations, and (n) further sales or dilution of our equity, which may adversely affect the market price of our common stock.

For further details and a discussion of these and other risks and uncertainties, see “Forward-Looking Statements” and “Risk Factors” in our most recent Annual Report on Form 10-K, and our most recent Quarterly Reports on Form 10-Q. Many of the factors that will determine the outcome of the subject matter of this press release are beyond Image Entertainment’s ability to control or predict. Actual results for the periods identified may differ materially from management’s expectations. Unless otherwise required by law, we undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

# # #

Contact:   Steve Honig
The Honig Company, Inc.
818-986-4300
press@honigcompany.com

 

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