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): September 19, 2012

FORTUNE INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

INDIANA
(State of incorporation or organization)

001-32543
(Commission file number)

20-2803889
(I.R.S. Employer
Identification No.)

6402 CORPORATE DRIVE
INDIANAPOLIS, INDIANA 46278
(Address of principal executive offices)

(317) 532-1374
(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 240.14d-2(b))

     ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01.Entry into a Material Definitive Agreement

On September 19, 2012, Fortune Industries, Inc. (the “Company”) entered into an Escrow Agreement (the “Escrow Agreement”) with Ide Management Group, LLC, a Tennessee limited liability company (“Ide”), whereby the Company and Ide (collectively, the “Parties”) have agreed to pursue in good faith the negotiation of a definitive agreement between them relating to a proposed merger transaction in accordance with the material terms set forth in the Escrow Agreement. As a condition of the Company going forward with further negotiations with Ide, Ide deposited the sum of Three Hundred Thousand dollars ($300,000.00) into escrow with a third-party bank for the benefit of the Company. The funds will be used to pay for expenses in connection with the proposed merger transaction. The funds will only be refundable to Ide if the Company does not complete the proposed merger transaction for reasons not related to Ide, and will not be refundable to Ide if Ide does not complete the proposed merger transaction for any reason other than the Company not meeting its obligations to Ide.

The Parties entered into the Escrow Agreement in connection with their reaching an agreement in principal to restructure its current merger agreement by planning to enter into an amended merger agreement with Ide (the “Amended Agreement”). The Amended Agreement is subject to final documentation, completion of due diligence, regulatory compliance and other normal contingencies. Once completed, a revised Proxy Statement and the Amended Agreement will be filed with the SEC for review. Further, the Amended Agreement will result in the Company remaining registered with the Securities and Exchange Commission, and it is anticipated that it will continue to be publicly traded. Current shareholders of the Company will continue to own their Company shares.

In connection with the negotiation of the Amended Agreement, it is currently anticipated the Company will exchange all of its professional employer organization (“PEO”) subsidiaries for all of the common and preferred shares owned by the late Carter M. Fortune and by CEP, Inc., a Tennessee corporation which had previously entered into a merger agreement with the Company to acquire all the Company’s PEO operations. As a result of the revised transaction structure, assuming it is not revised further, the Company will cease being in the PEO business and through its newly acquired Ide subsidiaries, will operate a chain of 20 skilled nursing facilities located in Indiana, Illinois, Iowa and Wisconsin.

The current draft of the Amended Agreement provides that Ide will merge with a to-be formed subsidiary of the Company, and become a wholly-owned subsidiary of the Company. Mark Ide, the sole member of Ide, will receive sufficient shares of the Company in exchange for all full ownership of Ide. As a result, Mr. Ide will own a substantial majority of the Company shares.

Additional information will be made available as material events occur.

ITEM 9.01. Financial Statements and Exhibits

(d) Exhibits

99.01 Press Release of Fortune Industries, Inc. dated September 20, 2012

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, thereunto duly authorized.

	FORTUNE INDUSTRIES, INC.
Date: September 20, 2012	By:	/s/ Tena Mayberry
		Tena Mayberry Chief Executive Officer

EX-99.01

FOR IMMEDIATE RELEASE Media Contact: Carrie Hill             (317) 472-5660              chill@ffi.net

Fortune Industries, Inc. Announces

 Restructured Merger Agreement

INDIANAPOLIS, IN, September 20, 2012 – Fortune Industries, Inc. (NYSE MKT:FFI) (the “Company”) announced today that it has reached an agreement in principal to restructure its current merger agreement by planning to enter into an amended merger agreement with Ide Management Group, LLC (“Ide”), a skilled nursing facility management group headquartered in Greenfield, Indiana (the “Amended Agreement”). The Amended Agreement is subject to final documentation, completion of due diligence, regulatory compliance and other normal contingencies. Once completed, a revised Proxy Statement and the Amended Agreement will be filed with the SEC for review. Further, the Amended Agreement will result in the Company remaining registered with the Securities and Exchange Commission, and it is anticipated that it will continue to be publicly traded. Current shareholders of the Company will continue to own their Company shares.

“This Amended Agreement provides current Company shareholders the opportunity to continue to own shares in a publicly-traded entity, which we believe should enhance their liquidity,” stated Tena Mayberry, Chief Executive Officer of the Company.

In connection with the Amended Agreement, the Company will exchange all of its professional employer organization (“PEO”) subsidiaries for all of the common and preferred shares owned by the late Carter M. Fortune and by CEP, Inc., a Tennessee corporation which had previously entered into a merger agreement with the Company to acquire all the Company’s PEO operations. As a result of the revised transaction structure, the Company will cease being in the PEO business and through its newly acquired Ide subsidiaries, will operate a chain of 20 skilled nursing facilities located in Indiana, Illinois, Iowa and Wisconsin.

The Amended Agreement provides that Ide will merge with a to-be formed subsidiary of the Company, and become a wholly-owned subsidiary of the Company. Mark Ide, the sole member of Ide, will receive sufficient shares of the Company in exchange for all full ownership of Ide. As a result, Mr. Ide will own a substantial majority of the Company shares. In addition, Ide will pay the Company three hundred thousand dollars ($300,000) as part of the transaction, which has been deposited into an escrow account with an independent third-party bank.

The terms and conditions of the escrow agreement and the revised merger transaction are more fully described in the Company’s Form 8-K filed today. The Amended Agreement will be put to a vote of all the Company’s shareholders after all regulatory conditions are satisfied, including any comments from the Securities and Exchange Commission. The late Mr. Fortune previously entered into a voting agreement in which will vote his majority stake of the Company in favor of the transaction.

About Fortune Industries, Inc.

Fortune Industries, Inc., is a professional employer organization (PEO) focused on small and medium-sized business clients in 47 states, providing human resource consulting and management, employee assessment, training, payroll services, and benefits administration.  The company has three divisions operating as licensed PEOs: Century II, Inc., located in Brentwood, TN; Employer Solutions Group, Inc., located in Loveland, CO, Provo, UT, Phoenix and Tucson, AZ; and Professional Staff Management, Inc., located in Indianapolis, and Richmond, IN. The company’s PEO divisions are among the nation’s oldest PEOs, and are recognized market leaders providing the full array of outsourced human resource services through co-employment relationships with companies that typically do not have an internal personnel or human resources department. Fortune Industries represents clients with a combined 13,600 worksite employees representing a broad base of industries including healthcare, IT, financial, and other professional services, as well as manufacturing, construction, and telemarketing. For more information, visit www.ffi.net.

About Ide Management Group, LLC.

Ide Management Group (IMG) owns and manages skilled nursing and assisted living facilities. IMG was founded by Mark Ide in 1997 and acquired its first skilled nursing facility in Indiana in 2001. Through a strategy of growth by acquisition, IMG now owns or manages 20 facilities throughout Indiana, Illinois, Iowa and Wisconsin, and continues to pursue acquisition opportunities that fit the company’s facility profile and provide immediate returns on investment. Headquartered in the greater Indianapolis, Indiana area, IMG currently employs over 2,200 people. For more information, visit the IMG website at www.imgcares.com.

Forward Looking Statements

This press release and other statements by Fortune Industries, Inc. may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are typically identified by words or phrases such as “believe,” “expect,” “estimate,” “potential,” or future/conditional verbs such as “will,” “should,” and “could” or the negative of those terms or other variations of them or by comparable terminology. The absence of such terms, however, does not mean that the statement is not forward-looking. Any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties that could cause actual results to differ materially. Factors that might cause or contribute to such differences, include, but are not limited to, the risks and uncertainties that are discussed under the heading “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” within the Company’s Form 10-K for the year ended June 30, 2011. The Company undertakes no obligation to publicly update or revise any forward- looking statements, whether as a result of new information, future events or otherwise. Readers should carefully review the risk factors disclosed within the Company’s Form 10-K and other documents filed by the Company with the Securities and Exchange Commission.