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):   July 22, 2010
 
EDCI Holdings, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
001-34015
26-2694280
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
     
11 East 44 th Street, New York, New York
10017
(Address of principal executive offices)
(Zip Code)
   
(646) 401-0084
(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 ( see General Instruction A.2. below):

¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
x
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 240.14d-2(b))
   
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


 
 
 

Item 8.01  Other Events.
 
On July 22, 2010, EDCI Holdings, Inc. (“EDCI”) issued a press release announcing a second liquidating distribution to its shareholders in accordance with its Plan of Dissolution.  The press release also announced that a special committee of EDCI Board of Directors has recommended, and the Board of Directors has approved, a plan to terminate the registration of EDCI’s common stock and discontinue its obligation to file reports with the Securities and Exchange Commission.  Further information regarding the dissolution distribution and plan to deregister is set forth in the press release furnished as Exhibit 99.1, which is incorporated by reference herein.
 
 
Item 9.01  Financial Statements and Exhibits.
 
(d)  Exhibits.
 
The following exhibit is being furnished with this Current Report on Form 8-K.
 
 
Exhibit No.
 
Description
 
99.1
 
Press Release dated July 22, 2010


 
 
 

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.
 

 
EDCI Holdings, Inc.
Date:  July 22, 2010
   
     
 
By:
/s/ Clarke H. Bailey 
   
Printed Name: Clarke H. Bailey
   
Title: Chief Executive Officer




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