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IMAGE ENTERTAINMENT INC Form 8-K: Current report

IMAGE ENTERTAINMENT INC Form 8-K: Current report

Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.

  • 2012-10-04: Form 8-K; Period of report 2012-10-03; Description 2.01 Completion of Acquisition or Disposition of Assets; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 2.01.
  • 2012-09-20: Form 8-K; Period of report 2012-09-19; Description 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure; Details 5.03.
  • 2012-04-13: Form 8-K; Period of report 2012-04-10; Description 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events; Details 1.01.
  • 2012-04-06: Form 8-K; Period of report 2012-04-02; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
FiledFormPeriod of reportDescriptionDetailsDocument
2012-10-048-K2012-10-032.01 Completion of Acquisition or Disposition of Assets; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers2.01 On October 3, 2012, the Image Merger was completed in accordance with the terms of the Merger Agreement.
3.03 The disclosure under Item 2.01 above is incorporated into this Item 3.03 by reference.
5.01 As a result of the Image Merger, a change of control of the Company occurred and the Company became a wholly owned subsidiary of Holdings.
5.02 As a result of the Image Merger, the following directors of the Company resigned from their directorships of the Company and any committees of which they were a member, as of the effective time of the Merger: Patrick M. Collins, Marshall A. Heinberg and Mary J. George.
form8k.htm
2012-09-208-K2012-09-195.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure5.03 On September 19, 2012, Image Entertainment, Inc. (the "Company") filed with the Secretary of State of the State of Delaware, effective upon filing, a certificate eliminating (the "Certificate of Elimination") from the Company’s Certificate of Incorporation, as amended, all matters set forth in that certain Certificate of Designation with respect to the Series C Junior Participating Preferred Stock.
5.07 (a) The Company held a special meeting of stockholders on September 20, 2012 (the “Special Meeting”).
7.01 On September 20, 2012, the Company issued a press release announcing the voting results of the special meeting of stockholders held on September 20, 2012.
form8k.htm
2012-04-138-K2012-04-101.01 Entry into a Material Definitive Agreement; 8.01 Other Events1.01 On April 10, 2012, Image Entertainment, Inc. (“Image”), RLJ Acquisition, Inc. (“RLJ”), RLJ Entertainment, Inc. (“RLJ Entertainment”), Acorn Media Group, Inc. (“Acorn”), and Peter Edwards, in his capacity as the Shareholder Representative (the “Shareholder Representative”) entered into a Joinder Agreement (the “Joinder Agreement”).
8.01 On April 13, 2012, a Registration Statement on Form S-4 (which contains a preliminary joint proxy statement/prospectus) was filed by RLJ Entertainment, a wholly owned subsidiary of RLJ, in connection with the proposed business combination of RLJ, Image and Acorn, as contemplated by the Agreements.
form8k.htm
2012-04-068-K2012-04-021.01 Entry into a Material Definitive Agreement1.01 On April 2, 2012, RLJ Acquisition, Inc. (“RLJ”) and Image Entertainment, Inc. (“Image”) entered into an Agreement and Plan of Merger (the “Merger Agreement”).form8k.htm
2012-04-028-K2012-04-028.01 Other Events8.01 On April 2, 2012, Image Entertainment, Inc. ("Image"), RLJ Acquisition, Inc. ("RLJ") and Acorn Media Group, Inc. ("Acorn") issued a joint press release announcing the execution of an Agreement and Plan of Merger (the "Merger Agreement") between Image and RLJ and a stock purchase agreement among RLJ, Acorn, the shareholders of Acorn and Peter Edwards as the shareholder representative.form8k.htm