EDCI Holdings

About EDCI Holdings

EDCI Holdings, Inc. was an American holding company in New York whose one business was the optical disc maker Entertainment Distribution Company, LLC, of which it held 97.99 % of the units indirectly through subsidiaries; EDC had been formed in May 2005 out of the United States and central European CD and DVD manufacturing and distribution operations of Universal Music Group.^[1] The company itself was newly formed in Delaware in 2008 for the single purpose of a holding-company reorganisation, with no operating history and nominal assets of its own.^[2] Under the Agreement and Plan of Reorganization of 3 June 2008, consummated on 25 August 2008, Entertainment Distribution Company, Inc. became its wholly owned subsidiary and every ten shares of that company were exchanged for one share of EDCI Holdings.^[3] It was widely held, with no corporate parent: its common stock traded on the NASDAQ Capital Market under the symbol EDCI, and its proxy statement of October 2010 reported that no one beneficially owned more than 5 % of the shares, the directors and executive officers together holding 7.24 %.^[3][4] The Securities and Exchange Commission holds it under CIK 0000808918 with employer identification number 26-2694280.^[5]

The two older names on that CIK are registration names, not former names of this corporation. EDGAR shows the registrant filing as Glenayre Technologies, Inc. from 9 June 1994 to 10 May 2007, as Entertainment Distribution Company, Inc. from 11 May 2007 to 7 August 2008 and as EDCI Holdings, Inc. from then on, the record date falling shortly before the reorganisation closed on 25 August 2008.^[5][3] Both earlier names belonged to the predecessor registrant, which went on existing as a separate live company: the registration statement describes EDCI Holdings as a newly formed subsidiary of it,^[2] and the annual report for 2009 calls EDCI Holdings a holding company and the parent of Entertainment Distribution Company, Inc.^[1] That subsidiary, the corporation that carried the Glenayre name until May 2007, has its own page at company/entertainment-distribution-company-inc. The Glenayre lineage is why the group reported discontinued operations for years afterwards: the wireless messaging business it had begun exiting in May 2001 and the Glenayre Messaging business whose assets were sold in December 2006.^[1]

The board recommended a dissolution on 9 September 2009 and approved the final Plan of Complete Liquidation and Dissolution on 14 October 2009; stockholders approved it at a special meeting on 7 January 2010 with 99 % of the votes cast in favour, a certificate of dissolution was filed with the Delaware Secretary of State that month, and the company ceased every activity except the minimum three-year winding up Delaware law requires, making a first dissolution distribution of USD 3.12 a share on 1 February 2010.^[1][6] At a further special meeting on 8 November 2010 stockholders approved a 1-for-1,400 reverse stock split followed at once by a 1,400-for-1 forward split, under which record holders of fewer than 1,400 shares were paid USD 3.44 a share in cash.^[4][7] It withdrew its shares from NASDAQ on 3 November 2010 and terminated their registration on 15 November 2010, which is its last filing under that registration.^[8][9] Its New York address moved as it wound down, which is why sources disagree: 825 8th Avenue, 23rd Floor, New York 10019 through the 2008 reorganisation,^[2] 1755 Broadway, 4th Floor on the annual report for 2008 filed in March 2009,^[10] and 11 East 44th Street, Suite 1201, New York 10017 from September 2009 through the 2009 annual report to the final filing.^[6][1][9] The EDGAR submissions record still carries the 2008 address at 825 8th Avenue, which those later filings supersede.^[5]