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): October 3, 2008
EDCI HOLDINGS, INC.
(Exact name of registrant as specified in
its charter)
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DELAWARE
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001-34015
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26-2694280
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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)
Not Applicable
(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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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425) |
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
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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)) |
| Item 5.02. |
Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain
Officers. |
Effective October 3, 2008, the Board of
Directors of the EDCI Holdings, Inc. (the “Company”) approved new compensation
for Clarke H. Bailey, Chairman and Interim Chief Executive Officer of the
Company, and Michael W. Klinger, Executive Vice President, Chief Financial
Officer and Treasurer of the Company. Mr. Bailey will receive a base
salary of $37,500 per month and a car allowance of $700 per
month. Mr. Klinger will receive a base salary of $20,800 per month
and a car allowance of $400 per month.
In addition, the Company and Mr.
Klinger entered into a letter agreement (the “Klinger Employment Agreement”),
dated October 3, 2008, to confirm certain terms of Mr. Klinger’s continued
employment with the Company and to reflect Mr. Klinger’s new title and duties in
the position of Executive Vice President, Chief Financial Officer and Treasurer,
to which he was appointed September 19, 2008. Pursuant to the Klinger
Employment Agreement, Mr. Klinger’s initial base salary and car allowance will
be as described above. The Klinger Employment Agreement also provides
that Mr. Klinger will be eligible to participate in the Company’s annual bonus
plan. In the event Mr. Klinger’s employment is terminated by the
Company without cause or by Mr. Klinger with good reason, as those terms are
defined in the Klinger Employment Agreement, or a change in control occurs and
Mr. Klinger’s employment is terminated within six months after such change in
control for any reason other than cause, the Company will pay Mr. Klinger a lump
sum severance benefit equal to his monthly base salary in effect on such
termination date multiplied by 12. He will also be entitled to
receive the sum of 1) his accrued but unpaid base salary through the date of
such termination, plus 2) his accrued but unpaid vacation pay through such date
of termination, plus 3) if he is then participating in the Company’s annual
bonus plan, a prorated annual bonus for the bonus year in which he is
terminated, provided that he has been employed by the Company for at least six
months of such bonus year, plus 4) any other compensation payments or benefits
which have accrued and are payable in connection with such
termination. In addition, the Company will continue to provide
medical and dental benefits to Mr. Klinger and his dependents for a period of 12
months following such date of termination. The Klinger Employment
Agreement also provides that Mr. Klinger will continue to be entitled to the
“stay bonus” of $60,000 offered to him in his prior position with the
Company. The stay bonus is payable in a lump sum if he remains
employed by the Company through October 31, 2008 or, if a change in control as
defined by the Klinger Employment Agreement occurs prior to October 31, 2008, he
remains employed by the Company or any successor to the Company following the
change in control, through the 90 day anniversary of such change in
control.
A copy of the Klinger Employment
Agreement is filed with this report as Exhibit 10.1 and is hereby incorporated
by reference. The foregoing description of the Klinger Employment
Agreement does not purport to be complete and is qualified in its entirety by
reference to the full text of the Klinger Employment Agreement.
| Item 9.01. |
Financial Statements and
Exhibits. |
(d) Exhibits
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Exhibit
No.
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Description
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10.1
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Letter
Agreement between Michael W. Klinger and EDCI Holdings, Inc. dated October
3, 2008.
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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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EDCI
HOLDINGS, INC. |
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By:
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/s/ Clarke H.
Bailey
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Clarke
H. Bailey
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Chairman
and Interim Chief Executive Officer |
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