Attached files
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8-K - FORM 8-K - IMAGE ENTERTAINMENT INC | c94650e8vk.htm |
EX-3.1 - EXHIBIT 3.1 - IMAGE ENTERTAINMENT INC | c94650exv3w1.htm |
EX-3.2 - EXHIBIT 3.2 - IMAGE ENTERTAINMENT INC | c94650exv3w2.htm |
EX-99.1 - EXHIBIT 99.1 - IMAGE ENTERTAINMENT INC | c94650exv99w1.htm |
EX-99.3 - EXHIBIT 99.3 - IMAGE ENTERTAINMENT INC | c94650exv99w3.htm |
EX-10.4 - EXHIBIT 10.4 - IMAGE ENTERTAINMENT INC | c94650exv10w4.htm |
EX-99.2 - EXHIBIT 99.2 - IMAGE ENTERTAINMENT INC | c94650exv99w2.htm |
EX-10.6 - EXHIBIT 10.6 - IMAGE ENTERTAINMENT INC | c94650exv10w6.htm |
EX-10.5 - EXHIBIT 10.5 - IMAGE ENTERTAINMENT INC | c94650exv10w5.htm |
Exhibit 99.4
IMAGE ENTERTAINMENT RECEIVES STAFF DEFICIENCY LETTERS FROM THE NASDAQ STOCK MARKET
CHATSWORTH, Calif., January 14, 2010 Image Entertainment, Inc. (NASDAQ: DISK), one of the
largest independent home entertainment distributors in North America and a leading pioneer of the
multi-billion dollar optical disc industry, reported today that it had received letters from NASDAQ
staff on January 8, 2010 and January 13, 2010 citing various violations of NASDAQ Listing Rules
most of which are related to the Companys recently concluded $22 million preferred stock
financing. Those violations include Listing Rules 5635(d), 5635(b) and 5640 relating to the
issuance of 20% or more of the pre-transaction shares at a discount to market value and effecting a
change in control of the Company without obtaining shareholder approval, and the issuance of
super-voting stock. The NASDAQ staff also stated its belief that the continued listing of the
Company, after it knowingly entered into a transaction in violation of NASDAQs shareholder
approval and voting rights rules, raises public interest concerns under Listing Rule 5101 and in that regard, the continued listing of the Company would erode public confidence in NASDAQ. The
NASDAQ staff also notified the Company that its current board of directors that was elected
immediately after the closing of the preferred stock financing does not contain any independent
directors as defined in Listing Rule 5605(a)(2). As a result, the Company is in violation of
Listing Rules 5605(b)(1), which requires a majority of independent directors; 5605(c)(2)(A), which
requires an audit committee of three independent directors; 5605(d), which requires determination
of executive compensation by independent directors; and 5605(e), which requires nomination of
directors by independent directors.
As previously announced, the Company is appealing a notice of delisting from The NASDAQ Global
Market. The NASDAQ staff noted that the Companys recent violations will be considered by the
Hearings Panel in rendering a determination regarding the continued listing of the Companys stock
on The NASDAQ Global Market.
The
NASDAQ staff also noted that, as previously reported in a Form 8-K
filed with the Securities and Exchange Commission, for approximately 30 days the Companys audit committee consisted of only two
directors, in violation of Listing Rule 5605(c)(2)(A). That violation has been cured although as
discussed above the current audit committee does not comply with Listing Rule 5605(c)(2)(A).
About Image Entertainment:
Image Entertainment, Inc. is a leading independent licensee and distributor of entertainment programming in North America, with approximately 3,200 exclusive DVD titles and approximately 340 exclusive CD titles in domestic release and approximately 400 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 titles containing more than 5,100 individual tracks. The Company is headquartered in Chatsworth, California. For more information about Image Entertainment, Inc., please go to www.image-entertainment.com.
Image Entertainment, Inc. is a leading independent licensee and distributor of entertainment programming in North America, with approximately 3,200 exclusive DVD titles and approximately 340 exclusive CD titles in domestic release and approximately 400 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 titles containing more than 5,100 individual tracks. The Company is headquartered in Chatsworth, California. For more information about Image Entertainment, Inc., please go to www.image-entertainment.com.
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, the Companys NASDAQ listing. 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 managements 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.
This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 relating to, among other things, the Companys NASDAQ listing. 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 managements 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) the Companys ability to continue as a going
concern, (b) the Companys ability to service its principal and interest obligations on its
outstanding debt or otherwise renegotiate or refinance such outstanding debt, which renegotiation
may not be successful and refinancing may not be available on acceptable terms, if at all, which
may trigger defaults under its other debt agreements, create liquidity issues, potentially force
the Company to file for protection from its creditors under Chapter 11 of the U.S. Bankruptcy Code
and prevent the Company from continuing as a going concern, (c) the Companys limited funds and the
Companys inability to raise additional funds on acceptable terms or at all, (d) the Companys
ability to borrow against the Companys revolving line of credit, (e) the Companys ability to
secure media content on acceptable terms, (f) the Companys DVD manufacturer continuing to
manufacture and fulfill orders to Company customers while the Company is past due on its payables
to such manufacturer, (g) the ability of the Company to successfully appeal the delisting
determination issued by the Staff of The NASDAQ Stock Market on December 15, 2009 and the ability
of the Companys common stock to continue trading on The NASDAQ Stock Market, (h) the performance
of business partners upon whom the Company depends upon, (i) changes in the retail DVD and digital
media and entertainment industries, (j) changing public and consumer taste and changes in customer
spending patterns, (k) decreasing retail shelf space for the Companys industry, (l) further sales
or dilution of the Companys equity, which may adversely affect the market price of the Companys
common stock, (m) changes in the Companys business plan, (n) heightened competition, including
with respect to pricing, entry of new competitors, the development of new products by new and
existing competitors, (o) changes in general economic conditions, including the performance of
financial markets and interest rates, (p) difficult, adverse and volatile conditions in the global
and domestic capital and credit markets, (q) claims that the Company infringed other parties
intellectual property, (r) changes in accounting standards, practices or policies, and (s) adverse
results or other consequences from litigation, arbitration or regulatory investigations.
For further details and a discussion of these and other risks and uncertainties, see
Forward-Looking Statements and Risk Factors in the Companys most recent Annual Report on Form
10-K, and the Companys 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 Entertainments
ability to control or predict. Actual results may differ materially from managements
expectations. Unless otherwise required by law, the Company undertakes 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 |