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): November 5, 2007
ENTERTAINMENT
DISTRIBUTION COMPANY, INC.
(Exact
name of registrant as
specified in its charter)
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DELAWARE
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0-15761
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98-0085742
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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825
8th Avenue, 23rd Floor
New
York, New York 10019
(Address
of Principal
Executive
Offices)
(212)
333-8400
(Registrant’s
telephone number, including area code)
(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:
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o
Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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o
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR
240.14d- 2(b))
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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.
(d) Effective
November 5, 2007, the Board of Directors (the “Board”) of Entertainment
Distribution Company, Inc. (the “Company”) appointed Robert Chapman, Jr. as a
Class II Director to fill the vacant seat previously held by John J.
Hurley. Initially, Mr. Chapman will not be a member of any committee
of the Board. Mr. Chapman will be entitled to the same compensation
as the other non-officer directors on the Board. There are no
transactions in which Mr. Chapman has an interest requiring disclosure under
Item 404(a) of Regulation S-K.
In
connection with Mr. Chapman’s
appointment, the Company, Mr. Chapman, Chap-Cap Activist Partners Master
Fund,
Ltd. and Chap-Cap Partners II Master Fund, Ltd. (collectively, the “Funds”) and
Chapman Capital L.L.C. (“Chapman Capital” and together with Mr. Chapman and the
Funds, the “Stockholders”) entered into a stockholders agreement dated November
5, 2007 (the “Stockholders Agreement”). The Stockholders Agreement
provides for Mr. Chapman’s appointment to the Board and obligates the Company to
nominate Mr. Chapman (or another designee selected in accordance with the
Stockholders Agreement, the “Chapman Designee”), recommend the Chapman Designee
for election to the Board and solicit proxies in his favor, in each case,
until
the termination date of the Stockholders Agreement. Upon the
termination of the Stockholders Agreement, the Chapman Designee shall resign
from the Board.
In
addition, until the termination date
of the Stockholders Agreement, the Stockholders will vote (a) in favor of
director nominees recommended by the Board, (b) in accordance with the
recommendation of the Board on certain stockholder proposals and (c) in their
discretion with respect to all other proposals.
The
Stockholders Agreement also
provides that until the termination date of the Stockholders Agreement, the
Stockholders will not, among other things, (a) solicit proxies or submit
any
proposal for consideration at any meeting of the stockholders of the Company,
(b) engage in, or form or participate in a group which proposes to take,
any of
the activities prohibited by paragraphs (a) through (j) of Item 4 of Schedule
13D promulgated by the Securities and Exchange Commission (the “Commission”),
provided that the Stockholders shall not be restricted from buying or selling
the Company’s voting securities as long as the aggregate beneficial ownership of
the Stockholders (1) does not exceed 20% of the total outstanding voting
securities of the Company and (2) is not less than 5% of the total outstanding
voting securities of the Company (a “Schedule 13D Transaction”).
The
Stockholders Agreement will
terminate upon the earliest to occur of one of the following: (a) the date
of
the annual stockholder meeting of the Company to be held during 2009,
(b) if there is no longer a Chapman Designee on the Board; (c) the first
date on which (i) a Stockholder engages in any of the activities prohibited
by
the Stockholders Agreement (following a three business day cure period),
(ii) a
Stockholder engages in a Schedule 13D Transaction, or (iii) the filing of
certain amendments to the Schedule 13D previously filed by certain of the
Stockholders; (d) if the Stockholders own less than 5% of the total outstanding
voting securities of the Company or own more than 20% of the total outstanding
voting securities of the Company; or (e) the first date on which (i) the
Company
is no longer required to file periodic reports with the Commission pursuant
to
the requirements of Sections 13 or 15 of the Securities and Exchange Act
of
1934, as amended (the “Exchange Act”) or (ii) any person or group of related
persons (within the meaning of Section 13(d)(3) of the Exchange
Act) shall become the beneficial owner (as
defined in Rule 13d-3 under the Exchange Act) of shares representing more
than
50% of the aggregate ordinary voting power represented by the Company’s issued
and outstanding voting stock; provided that in the case of the termination
events described in clauses (c), (d) and (e) above, termination shall occur
only
after an affirmative determination by the Board.
This
description of the Stockholders
Agreement does not purport to be complete and is qualified in its entirety
by
reference to the Stockholders Agreement, a copy of which is attached as Exhibit
10.1 hereto and is incorporated herein by reference.
A
copy of the press release announcing
Mr. Chapman’s appointment to the Board is attached as Exhibit 99.1 hereto and is
incorporated herein by reference.
Item 9.01
Financial Statements, Pro Forma Financial Information and
Exhibits.
(d)
Exhibits.
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10.1
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Stockholders
Agreement dated November 5, 2007 among Entertainment Distribution
Company,
Inc., Robert Chapman, Jr., Chap-Cap Activist Partners Master Fund,
Ltd.,
Chap-Cap Partners II Master Fund, Ltd. and Chapman Capital
L.L.C.
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99.1 |
Company
News Release dated November 6, 2007. |
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 hereunto
duly authorized.
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ENTERTAINMENT
DISTRIBUTION COMPANY, INC.
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Date:
November 6, 2007
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By:
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/s/ Jordan
M. Copland
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Jordan
M. Copland
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Interim
Chief Executive Officer and Chief Financial
Officer
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