UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Image Entertainment, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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84-0685613
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(State of incorporation or organization)
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(I.R.S. Employer
Identification No.)
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20525 Nordhoff Street, Suite 200
Chatsworth, California
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91311
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(Address of principal executive offices)
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(Zip Code)
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Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange on which
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to be so registered
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each class is to be registered
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If this form relates to the registration of a class of securities pursuant to Section 12(b) of the
Exchange Act and is effective pursuant to General Instruction A.(c), check the following box.
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If this form relates to the registration of a class of securities pursuant to Section 12(g) of the
Exchange Act and is effective pursuant to General Instruction A.(d), check the following box.
þ
Securities Act registration statement file number to which this form relates:
(if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights
AMENDMENT NO. 5 TO FORM 8-A
This Amendment No. 5 amends and supplements the Registration Statement on Form 8-A initially
filed with the Securities and Exchange Commission (the “Commission”) on November 3, 2005 by Image
Entertainment, Inc., a Delaware corporation (the “Company”), and amended and supplemented by
Amendment No. 1 filed with the Commission on April 2, 2007, Amendment No. 2 filed with the
Commission on July 2, 2007, Amendment No. 3 filed with the Commission on February 6, 2008 and
Amendment No. 4 filed with the Commission on November 21, 2008, as set forth below.
Item 1. Description of Registrant’s Securities to Be Registered.
On December 21, 2009. the Company announced that it had entered into a Securities Purchase
Agreement, dated as of December 21, 2009 (the “SPA”), with JH Partners, LLC, a Delaware limited
liability company (the “Investor Representative”), and JH Investment Partners Evergreen Fund, L.P.,
a Delaware limited partnership, JH Investment Partners III, L.P., a Delaware limited partnership,
and JH Investment Partners GP Fund III, LLC, a Delaware limited liability company (collectively,
the “Investors”), pursuant to which the Investors agreed to purchase from the Company, and the
Company agreed to issue and sell to the Investors, shares of Series B Cumulative Preferred Stock
and Series C Junior Participating Preferred Stock of the Company.
Immediately prior to the execution of the SPA, the Company and Computershare Trust Company,
N.A., a Delaware corporation, as rights agent (the “Rights Agent”), entered into Amendment No. 5
(the “Rights Agreement Amendment”) to Rights Agreement, dated as of October 31, 2005 (the “Rights
Agreement”), which provides that neither the execution, delivery nor performance of the SPA, the
Registration Rights Agreement to be entered into by and among the Company, the Investor
Representative and the Investors (the “Registration Agreement”) nor the consummation of any of the
transactions contemplated by the SPA or the Registration Agreement will trigger certain provisions
of the Rights Agreement.
In particular, the Rights Agreement Amendment provides the following: (i) none of the
Investors or the Investor Representative, nor any of their respective affiliates or associates,
shall be deemed to be an Acquiring Person (as such term is defined in the Rights Agreement), (ii)
none of a Section 11(a)(ii) Event, a Section 13 Event, a Triggering Event, a Distribution Date, nor
a Share Acquisition Date (as each such terms are defined in the Rights Agreement) shall be deemed
to have occurred and (iii) no holder of any Rights shall be entitled to exercise such Rights under,
or be entitled to any rights pursuant to, any of Sections 3(a), 7(a), 11(a) or 13 of the Rights
Agreement, in any such case by reason of (a) the announcement of the SPA, (b) the approval,
execution or delivery of the SPA, the Registration Agreement or any amendments thereto or (c) the
commencement or, the consummation of, any of the transactions contemplated by the SPA or the
Registration Agreement.
The Amendment also redefines the term “Expiration Date” to include the time immediately prior
to the initial closing of the sale of shares pursuant to the SPA and provides that the Rights
Agreement will terminate and the Rights will expire immediately prior to the initial closing of the
sale of shares pursuant to the SPA.
The foregoing description of the Rights Agreement Amendment does not purport to be complete
and is qualified in its entirety by reference to the Rights Agreement Amendment, a copy of which is
filed as Exhibit 4.6 hereto, and is incorporated herein by reference.
Unless otherwise required by law, the Company disclaims any obligation to release publicly any
updates or any changes in its expectations or any change in events, conditions, or circumstances on
which any forward-looking statements are based.