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Item
1(a).
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Name
of Issuer:
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Image
Entertainment, Inc., a Delaware corporation (the “Issuer”).
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Item
1(b).
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Address
of Issuer's Principal Executive
Offices:
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20525
Nordhoff Street
Suite
200
Chatsworth,
California 91311
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Item
2(a).
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Name
of Person Filing
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Item
2(b).
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Address
of Principal Business Office or, if None,
Residence
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Portside
Growth and Opportunity Fund (“Portside”)
c/o Citco
Fund Services (Cayman Islands) Limited
Regatta
Office Park
Windward
1, 2
nd
Floor
PO Box
31106, Grand Cayman KY1-1205
Cayman
Islands
Citizenship:
Cayman Islands
Ramius
LLC (“Ramius”)
599
Lexington Avenue, 20
th
Floor
New York,
New York 10022
Citizenship:
Delaware
Cowen
Group, Inc. (“Cowen”)
599
Lexington Avenue, 20
th
Floor
New York,
New York 10022
Citizenship:
Delaware
RCG
Holdings LLC (“RCG Holdings”)
599
Lexington Avenue, 20
th
Floor
New York,
New York 10022
Citizenship:
Delaware
C4S &
Co., L.L.C. (“C4S”)
599
Lexington Avenue, 20
th
Floor
New York,
New York 10022
Citizenship:
Delaware
Peter A.
Cohen (“Mr. Cohen”)
c/o
Ramius LLC
599
Lexington Avenue, 20
th
Floor
New York,
New York 10022
Citizenship:
United States
Morgan B.
Stark (“Mr. Stark”)
c/o
Ramius LLC
599
Lexington Avenue, 20
th
Floor
New York,
New York 10022
Citizenship:
United States
Thomas W.
Strauss (“Mr. Strauss”)
c/o
Ramius LLC
599
Lexington Avenue, 20
th
Floor
New York,
New York 10022
Citizenship:
United States
Jeffrey
M. Solomon (“Mr. Solomon”)
c/o
Ramius LLC
599
Lexington Avenue, 20
th
Floor
New York,
New York 10022
Citizenship:
United States
Each of
the foregoing is referred to as a “Reporting Person” and collectively as the
“Reporting Persons.”
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Item
2(d).
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Title
of Class of Securities:
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Common
Stock, $0.0001 par value (the “Common Stock”)
452439201
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Item
3.
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If
This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c),
Check Whether the Person Filing is
a:
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(a)
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Broker
or dealer registered under Section 15 of the Exchange
Act.
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(b)
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/
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Bank
as defined in Section 3(a)(6) of the Exchange
Act.
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(c)
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/
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Insurance
company as defined in Section 3(a)(19) of the Exchange
Act.
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(d)
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Investment
company registered under Section 8 of the Investment Company
Act.
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(e)
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An
investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E).
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(f)
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/
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An
employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F).
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(g)
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A
parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G).
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(h)
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A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act.
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(i)
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A
church plan that is excluded from the definition of an investment company
under Section 3(c)(14) of the Investment Company
Act.
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(j)
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Group,
in accordance with Rule
13d-1(b)(1)(ii)(J).
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(k)
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/
/
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Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S.
institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify
the type of institution: ____
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(a)
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Amount
beneficially owned:
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As of the
date hereof, Portside may be deemed to beneficially own 9,878,215 shares of
Common Stock, including 8,018,868 shares of Common Stock issuable upon the
exercise of certain warrants.
The
warrants are exercisable for an aggregate of 8,018,868 shares of Common Stock at
an exercise price of $0.53 per share. The warrants may not be
exercised to the extent that after giving effect to such exercise, the Reporting
Persons would beneficially own in excess of 4.99% of the shares of Common Stock
outstanding immediately after giving effect to such exercise.
Ramius,
as the investment advisor of Portside, may be deemed to beneficially own the
9,878,215 shares of Common Stock beneficially owned by Portside, including
8,018,868 shares of Common Stock issuable upon the exercise of certain
warrants.
Cowen, as
the sole member of Ramius, may be deemed to beneficially own the 9,878,215
shares of Common Stock beneficially owned by Portside, including 8,018,868
shares of Common Stock issuable upon the exercise of certain
warrants.
RCG
Holdings, as a significant shareholder of Cowen, may be deemed to beneficially
own the 9,878,215 shares of Common Stock beneficially owned by Portside,
including 8,018,868 shares of Common Stock issuable upon the exercise of certain
warrants.
C4S, as
the managing member of RCG Holdings, may be deemed to beneficially own the
9,878,215 shares of Common Stock beneficially owned by Portside, including
8,018,868 shares of Common Stock issuable upon the exercise of certain
warrants.
Messrs.
Cohen, Stark, Strauss and Solomon, as the sole managing members of C4S, may be
deemed to beneficially own the 9,878,215 shares of Common Stock beneficially
owned by Portside, including 8,018,868 shares of Common Stock issuable upon the
exercise of certain warrants.
The
foregoing should not be construed in and of itself as an admission by any
Reporting Person as to beneficial ownership of any shares of Common Stock owned
by another Reporting Person. In addition, each of Ramius, C4S and
Messrs. Cohen, Stark, Strauss and Solomon disclaims beneficial ownership of the
shares beneficially owned by Portside and the filing of this statement shall not
be construed as an admission that any such person is the beneficial owner of any
such securities.
Based on
25,355,718 shares of Common Stock outstanding as of January 8, 2010, which is
the total number of shares of Common Stock outstanding as disclosed in the
Exchange Agreement, dated as of January 8, 2010, between the Issuer and
Portside. As of the date hereof, each of Portside, Ramius, Cowen, RCG
Holdings, C4S and Messrs. Cohen, Stark, Strauss and Solomon may be deemed to
beneficially own approximately 7.3% of the outstanding shares of Common
Stock.
The
warrants may not be exercised to the extent that after giving effect to such
exercise, the Reporting Persons would beneficially own in excess of 4.99% of the
shares of Common Stock outstanding immediately after giving effect to such
exercise.
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(c)
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Number
of shares as to which such person
has:
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(i)
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Sole
power to vote or to direct the vote
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See Cover
Pages Items 5-9.
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(ii)
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Shared
power to vote or to direct the vote
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See Cover
Pages Items 5-9.
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(iii)
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Sole
power to dispose or to direct the disposition
of
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See Cover
Pages Items 5-9.
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(iv)
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Shared
power to dispose or to direct the disposition
of
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See Cover
Pages Items 5-9.
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Item
5.
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Ownership
of Five Percent or Less of a Class.
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Not
applicable.
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another
Person.
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Not
applicable.
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Item
7.
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Identification
and Classification of the Subsidiary That Acquired the Security Being
Reported on by the Parent Holding Company or Control
Person.
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Not
applicable.
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Item
8.
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Identification
and Classification of Members of the
Group.
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See
Exhibit 99.1.
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Item
9.
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Notice
of Dissolution of Group.
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Not
applicable.
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURE
After
reasonable inquiry and to the best of his knowledge and belief, each of the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated:
January 15, 2010
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PORTSIDE
GROWTH AND OPPORTUNITY FUND
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RAMIUS
LLC
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By:
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Ramius
LLC,
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By:
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Cowen
Group, Inc.,
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its
investment advisor
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its
sole member
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RCG
HOLDINGS LLC
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COWEN
GROUP, INC.
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By:
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C4S
& Co., L.L.C.,
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its
managing member
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C4S
& CO., L.L.C.
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By:
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Name:
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Jeffrey
M. Solomon
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Title:
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Authorized
Signatory
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Jeffrey
M. Solomon, Individually and as
attorney-in-fact
for Peter A. Cohen, Morgan B. Stark and Thomas W.
Strauss
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