- Current report filing (8-K)
19 June 2009 - 7:18AM
Edgar (US Regulatory)
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): June 12, 2009
RHI Entertainment, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation)
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001-34102
(Commission File Number)
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36-4614616
(IRS Employer
Identification No.)
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1325 Avenue of Americas, 21st Floor, New York, NY, 10019
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (212) 977-9001
N/A
(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 Instructions
A.2.):
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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))
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
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On June 12, 2009, the Board of Directors (the Board) of RHI Entertainment, Inc.
(the Company) elected Mr. Jeffrey C. Bloomberg as a Director of the Company. Mr.
Bloomberg is a Principal, Managing Director and Office of the Chairman at Gordon Brothers
Group L.L.C., a global advisory, restructuring and investment firm specializing in the
retail, consumer products, industrial and real estate sectors. Mr. Bloomberg has been
elected to serve on the Board for a term ending on the date of the 2012 annual meeting of
stockholders and until his successor is duly elected and qualified. Mr. Bloomberg has
been appointed to serve on the Companys Audit Committee. The Board has also
affirmatively determined that Mr. Bloomberg qualifies as an independent director under
the applicable listing standards of the NASDAQ Stock Market (NASDAQ).
As a Director, Mr. Bloomberg will receive fees consistent with the other
non-management directors of the Company as disclosed in the Companys Definitive Proxy
Statement filed with the Securities and Exchange Commission on April 15, 2009, pro-rated
based upon the effective date of his election.
In connection with Mr. Bloombergs appointment to the Board, the Board approved the
award of 6,936 restricted stock units and the grant of an option to purchase 6,936 shares
of the Companys common stock to Mr. Bloomberg, effective June 12, 2009. The restricted
stock units and stock options were awarded pursuant to the: (i) Companys Amended &
Restated 2008 Incentive Award Plan (the Award Plan), filed with the Securities &
Exchange Commission on May 12, 2009, as Exhibit 10.1 to the
Companys Current Report on Form 8-K;
(ii) the Companys Restricted Stock Unit Award Grant Notice and Restricted Stock Unit
Award Agreement, the form of which is attached hereto as Exhibit 10.1, and the Companys
Stock Option Grant Notice and Stock Option Agreement, the form of which is attached
hereto as Exhibit 10.2.
In addition, on June 12, 2009, Mr. Frank J. Loverro tendered his resignation as a
member of the Board. Mr. Loverros resignation was not caused by any disagreement with
the Company on any matter related to the Companys operations, policies or practices.
With the resignation of Mr. Loverro, and the subsequent election of Mr. Bloomberg, the
Board is now comprised of a majority of independent directors and, thus, has satisfied
the applicable listing standards of the NASDAQ.
A copy of the Companys press release announcing the election of Mr. Bloomberg to the Board is attached as Exhibit 99.1 and is incorporated herein by reference
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Exhibit No.
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Document Description
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10.1
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Form of Restricted Stock Unit Award Grant Notice
and Restricted Stock Unit Award Agreement
(Director)
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10.2
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Form of Stock Option Grant Notice and Stock Option
Agreement (Director)
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99.1
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Press Release dated June 18, 2009
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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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RHI Entertainment, Inc.
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Date: June 18, 2009
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By:
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/S/ Henry S. Hoberman
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Henry S. Hoberman
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Executive Vice President,
General Counsel &
Secretary
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