Docstoc

Prospectus IMAGE ENTERTAINMENT INC - 4-2-2012

Document Sample
Prospectus IMAGE ENTERTAINMENT INC - 4-2-2012 Powered By Docstoc
					                                               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): April 2, 2012


                          IMAGE ENTERTAINMENT, INC.
                                                  (Exact name of registrant as specified in charter)

                   Delaware                                       000-11071                                        84-0685613
 (State or other jurisdiction of incorporation)             (Commission File Number)                      (IRS Employer Identification No.)

20525 Nordhoff Street, Suite 200, Chatsworth, California                                                 91311

           (Address of principal executive offices)                                                    (Zip Code)

                                 (Registrant's telephone number, including area code): (818) 407-9100

                                     (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:

     Written communication 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 240.14d-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 April 2, 2012, Image Entertainment, Inc. (" Image "), RLJ Acquisition, Inc. (" RLJ ") and Acorn Media Group, Inc. (" Acorn ")
issued a joint press release announcing the execution of an Agreement and Plan of Merger (the " Merger Agreement ") between Image and RLJ
and a stock purchase agreement among RLJ, Acorn, the shareholders of Acorn and Peter Edwards as the shareholder representative. A copy of
the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Forward-Looking Statements

Some of the statements contained herein constitute forward-looking statements. These statements relate to future events including the mergers
contemplated by the Merger Agreement and involve known and unknown risks, uncertainties and other factors that may cause our actual
results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or
achievements. These risks and other factors you should consider include, but are not limited to, satisfaction of closing conditions in the
Merger Agreement, approval of the Merger Agreement by our stockholders, loss of key personnel, maintaining acceptable margins, the ability
to control costs, changes in customer demands or industry standards, the ability to successfully attract and retain a broad customer base for
our current and future products, the impact of competition and the risk that our competitors will seek to capitalize on the risks and
uncertainties confronting us, including those listed above and the uncertainty of economic conditions in general, financial market performance,
and other risks listed under “Risk Factors” in our filings with the Securities and Exchange Commission. In some cases, you can identify
forward- looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,”
“predicts,” “potential,” “continue,” “projects,” “intends,” “prospects,” “priorities,” or the negative of such terms or other comparable
terminology. These statements are only predictions. Actual events or results may differ materially. We undertake no obligation to update any of
these statements.

Additional Information and Where to Find It

 In connection with the mergers proposed under the Merger Agreement, RLJEntertainment, Inc., a holding company formed by RLJ (" RLJ
Entertainment "), will file with the Securities and Exchange Commission (the “ SEC ”) a Registration Statement on Form S-4 that will include
a joint proxy statement of Image and RLJ that also constitutes a prospectus of RLJ Entertainment. Image and RLJ will mail the joint proxy
statement/prospectus to each of their respective stockholders. Image, RLJ Entertainment and RLJ urge investors and security holders to read
the joint proxy statement/prospectus regarding the proposed Mergers when it becomes available because it will contain important
information. You may obtain copies of all documents filed with the SEC regarding this transaction, free of charge, at the SEC’s website (
www.sec.gov ). You may also obtain these documents, free of charge, from Image’s website ( www.image-entertainment.com ) under the
heading “Investors” and then under the link “SEC Filings.”

 RLJ Entertainemnt, Image and RLJ and their respective directors, executive officers and various other members of management and
employees may be soliciting proxies from Image stockholders in favor of the Merger Agreement. Information regarding the persons who may,
under the rules of the SEC, be deemed participants in the solicitation of Image stockholders in connection with the proposed mergers will be set
forth in the joint proxy statement/prospectus when it is filed with the SEC. You can find information about Image’s executive officers and
directors in its Annual Report on Form 10-K/A for the year ended March 31, 2011 filed with the SEC on August 1, 2011. Information
regarding the officers and directors of RLJ is available in the Company’s annual report on Form 10-K for the year ended December 31, 2011,
which has been filed with the SEC. You can obtain free copies of the Image 10-K/A from Image by writing or calling: Image Entertainment,
Inc., Attention: Dawn Martens or Michael B. Bayer, Esq., 20525 Nordhoff Street, Suite 200, Chatsworth, California 91311, (818) 407-9100.
Additional information regarding the interests of these potential participants will be included in the joint proxy statement/prospectus and the
other relevant documents filed with the SEC when they become available.
 This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of
securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of the jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the
Securities Act.

Item 9.01.       Financial Statements and Exhibits.

   (d) Exhibits.

    99.1       Joint press release issued by RLJ, Image and Acorn on April 2, 2012.
                                                            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.

                                                                        By: /s/ John W. Hyde
                                                                            Name: John W. Hyde
                                                                            Title: Vice Chairman

Dated: April 2, 2012
                                              INDEX TO EXHIBITS

99.1   Joint press release issued by RLJ, Image and Acorn on April 2, 2012.
                                                                                                                                EXHIBIT 99.1




NEWS RELEASE
For Immediate Release

 RLJ ACQUISITION, INC. AGREES TO ACQUIRE IMAGE ENTERTAINMENT, INC. AND ACORN MEDIA GROUP, INC. TO
         FORM ONE OF THE LARGEST INDEPENDENT DISTRIBUTORS OF VIDEO CONTENT GLOBALLY
                              The New Company will be Called RLJ Entertainment, Inc.

BETHESDA, MD//APRIL 2, 2012// Robert L. Johnson, Chairman of The RLJ Companies and founder of Black Entertainment Television
(BET), announced today that RLJ Acquisition, Inc. (OTCQB: RLJAU; RLJA; RLJAW) (the “Company”) has entered into agreements to
acquire each of Image Entertainment, Inc. (OTCQB:DISK) and Acorn Media Group, Inc., two highly complementary media businesses to
create one of the largest independent distributors of digital and video content globally. The new combined company will be named RLJ
Entertainment, Inc. Shares of the new company are expected to trade on the NASDAQ Stock Market. RLJ Entertainment, where Johnson will
serve as Executive Chairman, and will leverage his substantial expertise in media, consumer branding, and strategic relationships to accelerate
growth and drive value creation.

Under the terms of the agreements, the holders of common stock of Image Entertainment will receive from RLJ Entertainment 2,139,000
shares of common stock of RLJ Entertainment and the holders of preferred stock of Image Entertainment will receive aggregate consideration
of $22,600,000, which will be paid in cash and in the form of promissory notes to the holders of preferred stock of Image Entertainment. The
shareholders of Acorn Media Group will receive $105 million in cash, 1,000,000 shares of common stock of RLJ Entertainment and warrants
to purchase 1,000,000 shares of common stock of RLJ Entertainment. After the completion of the business combination, the current
stockholders of Image Entertainment and Acorn Media Group will own approximately 11% and 5% of RLJ Entertainment, respectively,
assuming no redemptions. The current stockholders of the Company will own approximately 74% of RLJ Entertainment, assuming no
redemptions.

The business combination is subject to approval of the Company’s and Image Entertainment’s respective stockholders, as well as regulatory
approval and other customary closing conditions. Assuming these conditions are met, the business combination is expected to be completed by
the end of the second quarter of this year.

As Executive Chairman of RLJ Entertainment, I am looking forward to this unique business combination of Image Entertainment and Acorn
Media Group,” said Johnson. “RLJ Entertainment will have a broad strategy for financial growth by providing content to all media platforms
including broadcast and cable, DVD and Blu-Ray, digital downloads, and digital streaming. Image Entertainment is a leader in the urban,
independent film, comedy, and horror genres and Acorn Media Group, founded by Peter Edwards, who will serve as Vice Chairman of RLJ
Entertainment, is a dynamic, brand-oriented company that provides engaging British drama, such as the Agatha Christie library, to its target
audiences. I am excited to work with the management team to run a company that will increase the opportunity for independent and
urban-oriented producers to reach a broader audience across the expanding number of media outlets. In a growing demand for global content,
RLJ Entertainment will be well positioned by having a presence in the United States, Canada, Australia, and the United Kingdom,” Johnson
concluded.

                                                                    (more)

RLJ Acquisition/Image Entertainment/Acorn Media
April 2, 2012
Page 2

Image Entertainment is an integrated home entertainment company which primarily acquires and distributes entertainment programming across
all media channels including digital, and is a leading independent licensee and distributor of entertainment in North America. Acorn Media
Group is a leading independent distributor of British television programming to consumers in North America, and distributes in Australia and
the U.K.

"I believe combining Acorn Media Group with Image Entertainment under the RLJ Entertainment brand and with Bob Johnson as Executive
Chairman provides us with a more robust content library and a larger platform for continued growth," said Ted Green, Chairman and Chief
Executive Officer of Image Entertainment, who will serve as the Chief Executive Officer of RLJ Entertainment after the completion of the
business combination.

"I am thrilled that Acorn Media Group, a company founded with a vision for British programming and a direct to consumer channel, will
become part of RLJ Entertainment,” said Miguel Penella, Chief Executive Officer of Acorn Media Group. “We expect to greatly benefit from
Bob Johnson's vision as we continue to acquire library content and build Acorn TV," he concluded.

Disclaimer

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of
securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended.

Additional Information

RLJ Entertainment intends to file with the Securities and Exchange Commission (SEC) a Registration Statement on Form S-4, which will
include a joint preliminary proxy statement of the Company and Image Entertainment and a prospectus in connection with the proposed
business combination. The Company and Image Entertainment will mail a definitive proxy statement and other relevant documents to the
stockholders of the respective companies. Stockholders of the Company and Image Entertainment and other interested persons are advised to
read, when available, the joint preliminary proxy statement, and amendments thereto, and definitive proxy statement in connection with the
Company’s and Image Entertainment’s solicitation of proxies for the special meeting to be held to approve the business combination because
these proxy statements will contain important information about the Company, Image Entertainment, Acorn Media Group and the proposed
business combination. The definitive proxy statement will be mailed to stockholders of the Company and Image Entertainment as of a record
date to be established for voting on the business combination. Stockholders will also be able to obtain copies of the Registration Statement and
the joint proxy statement/prospectus, without charge, once available, at the SEC’s Internet site at http://www.sec.gov or by directing a request
to: Lisa Warner Pickrum at 301.280.7703 or RLJA@rljcompanies.com.

                                                                     (more)
RLJ Acquisition/Image Entertainment/Acorn Media
April 2, 2012
Page 3

Forward-Looking Statements

This press release may include “forward looking statements” within the meaning of the “safe harbor” provisions of the United Stated Private
Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate”, “believe”,
“expect”, “estimate”, “plan”, “outlook”, and “project” and other similar expressions that predict or indicate future events or trends or that are
not statements of historical matters. Investors are cautioned that such forward looking statements with respect to revenues, earnings,
performance, strategies, prospects and other aspects of the businesses of the Company, RLJ Entertainment, Image Entertainment, Acorn Media
Group and the combined group after completion of the proposed business combination are based on current expectations that are subject to
risks and uncertainties. A number of factors could cause actual results or outcomes to differ materially from those indicated by such forward
looking statements. These factors include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give
rise to the termination of the Agreement and Plan of Merger between the Company and Image Entertainment (the “Merger Agreement”), the
Preferred Stock Purchase Agreement by and between the Company and the holders of preferred stock of Image Entertainment (the “Preferred
Stock Purchase Agreement”) or the Stock Purchase Agreement by and among the Company, Acorn Media Group, the shareholders of Acorn
Media Group, and Peter Edwards, as the shareholder representative (the “Stock Purchase Agreement”); (2) the outcome of any legal
proceedings that may be instituted against the Company, Image Entertainment or others following announcement of the Merger Agreement, the
Preferred Stock Purchase Agreement, the Stock Purchase Agreement and transactions contemplated therein; (3) the inability to complete the
transactions contemplated by the Merger Agreement due to the failure to obtain approval of the stockholders of the Company or Image
Entertainment, (4) delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals required to
complete the transactions contemplated by the Merger Agreement, the Preferred Stock Purchase Agreement and the Stock Purchase
Agreement; (5) the risk that the proposed transaction disrupts current plans and operations as a result of the announcement and consummation
of the transactions described herein; (6) the ability to recognize the anticipated benefits of the business combination; (7) costs related to the
proposed business combination; (8) changes in applicable laws or regulations; (9) the possibility that Image Entertainment or Acorn Media
Group may be adversely affected by other economic, business, and/or competitive factors; and (10) other risks and uncertainties indicated from
time to time in filings with the SEC by the Company, RLJ Entertainment or Image Entertainment.

Readers are referred to the most recent reports filed with the SEC by the Company and Image Entertainment. Readers are cautioned not to
place undue reliance upon any forward-looking statements, which speak only as of the date made, and we undertake no obligation to update or
revise the forward-looking statements, whether as a result of new information, future events or otherwise.

Participants in the Business Combination

RLJ Entertainment, the Company, Image Entertainment and their respective directors and executive officers may be deemed to be participants
in the solicitation of proxies from the stockholders of the Company and Image Entertainment in connection with the proposed business
combination. Information regarding the officers and directors of the Company is available in the Company’s annual report on Form 10-K for
the year ended December 31, 2011, which has been filed with the SEC.

                                                                     (more)
RLJ Acquisition/Image Entertainment/Acorn Media
April 2, 2012
Page 4

Participants in the Business Combination (cont.)

Information regarding the officers and directors of Image Entertainment is available in Image Entertainment’s annual report on Form 10-K/A
for the year ended March 31, 2011, which has been filed with the SEC. Additional information regarding the interests of such potential
participants will also be included in the Registration Statement on Form S-4 (and will be included in the definitive proxy statement/prospectus
for the proposed business combination) and the other relevant documents filed with the SEC.

Media Inquiries: Traci Otey Blunt, 240.744.7858 or press@rljcompanies.com
Business Inquiries: Lisa Warner Pickrum, 301.280.7703 or RLJA@rljcompanies.com

About RLJ Acquisition, Inc. (RLJAU; RLJA; RLJAW) is a special purpose acquisition company (SPAC), also known as a blank check
company, that seeks to acquire one of more operating companies. RLJ Acquisition, Inc. intends to use the net proceeds from its initial public
offering to acquire one or more operating businesses through a merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination. For more information about RLJ Acquisition, Inc., please visit:
http://www.rljcompanies.com/companies/rlj-acquisition-inc/

About Image Entertainment - Image Entertainment, Inc. is a leading independent licensee and distributor of entertainment programming in
North America, with approximately 3,700 exclusive DVD titles and approximately 350 exclusive CD titles in domestic release and more than
450 programs internationally via sublicense agreements. For many of its titles, Image Entertainment has exclusive audio and broadcast rights,
as well as digital download rights to approximately 2,200 video programs and approximately 500 audio titles containing more than 6,000
individual tracks. Image Entertainment is headquartered in Chatsworth, California. For more information about Image Entertainment, please
go to www.image-entertainment.com .

About Acorn Media Group - Based in suburban Washington, D.C. and founded by Chairman Peter Edwards, Acorn Media Group has grown
from a one-man basement documentary production and distribution operation in the mid-1980s into a leading independent media company
operating on three continents. Acorn Media Group consists of four divisions. With its Acorn label, Acorn Media U.S. is the leading distributor
of British television programming to consumers in North America. Its Acacia label offers a line of original health & wellness programming.
Appealing to the growing lifelong learning audience, Acorn U.S. also offers acclaimed documentaries on the Athena label. Acorn Direct is a
direct-to-consumer division offering DVDs, digital downloads, and other high quality products in North America through its Acorn and Acacia
catalogs and e-commerce websites. Acorn Media U.K. and Acorn Media Australia distribute comparable lines of DVD titles to consumers in
the U.K., Australia, and New Zealand. For more information about Acorn Media Group, please visit www.AcornMedia.com .

                                                                     ###

				
DOCUMENT INFO