================================================================================
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 13, 2007
-----------------------
IMAGE ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
-----------------------
Delaware 000-11071 84-0685613
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification Number)
20525 Nordhoff Street, Suite 200, Chatsworth, California 91311
(Address of principal executive offices, including zip code)
(818) 407-9100
(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 240.24d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.23e-4(c))
================================================================================
The information furnished in this Current Report on Form 8-K and Exhibit
99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, except as shall be expressly set forth by specific reference in such
filing.
Item 2.02. Results of Operations and Financial Condition.
On November 13, 2007, Image Entertainment, Inc. (the "Company") issued a
press release announcing its financial results for its second fiscal quarter
ended September 30, 2007. A copy of the press release is furnished as Exhibit
99.1 hereto.
Item 8.01. Other Events.
On November 13, 2007, the Company issued a press release announcing its
financial results for its second fiscal quarter ended September 30, 2007.
Forward-Looking Statements
This report includes forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 relating to, among other
things, the Company's goals, plans and projections regarding its financial
position, results of operations, market position, product development and
business strategy. 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. All forward-looking statements are based on
management's 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, among other things, the Company's inability to raise
additional working capital, changes in debt and equity markets, increased
competitive pressures, changes in the Company's business plan, compliance with
financial and operating covenants contained in debt instruments, and changes in
the retail DVD and entertainment industries. For further details and a
discussion of these and other risks and uncertainties, see "Forward-Looking
Statements" and "Risk Factors" in the Company's most recent Annual Report on
Form 10-K, and the Company's most recent Quarterly Report on Form 10-Q. In
addition, the Company may not be able to complete its proposed merger
transaction with BTP Acquisitions Company, LLC on the amended terms or other
acceptable terms, or at all, due to a number of factors, including (1) the
occurrence of any event, change or other circumstance that could give rise to
the termination of the merger agreement; (2) the outcome of any legal
proceedings that have been or may be instituted against the Company and others
following announcement of the merger agreement; (3) the inability to complete
the merger due to the failure to obtain shareholder approval or the failure to
satisfy other conditions to the completion of the merger, including the
expiration of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 and the receipt of other required regulatory approvals;
(4) the failure to obtain the necessary financing provided for in commitment
letters received prior to execution of the definitive agreement; (5) risks that
the proposed transaction disrupts current plans and operations and the potential
difficulties in employee retention as a result of the merger; (6) the ability to
recognize the benefits of the merger; (7) the amount of the costs, fees,
expenses and charges related to the merger and the actual terms of certain
financings that will be obtained for the merger; and (8) the impact of the
substantial indebtedness incurred to finance the consummation of the merger.
Many of the factors that will determine the outcome of the subject matter of
this press release are beyond the Company's ability to control or predict.
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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Exhibit Description
- --------------------------------------------------------------------------------
99.1 Press Release dated November 13, 2007
SIGNATURE
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.
IMAGE ENTERTAINMENT, INC.
Dated: November 13, 2007 By: /s/ DENNIS HOHN CHO
---------------------------------
Name Dennis Hohn Cho
Title: Corporate Secretary