Entertainment Distribution Company, Inc.

About Entertainment Distribution Company, Inc.

Entertainment Distribution Company, Inc. is the American corporation that held the Entertainment Distribution Company optical disc business, and it is the company that was named Glenayre Technologies, Inc. until May 2007. It was incorporated in Delaware on 21 September 1987 as the successor to a corporation organised on 7 April 1945, and it was itself the public company at the top of the group, listed on NASDAQ and filing with the Securities and Exchange Commission, until August 2008.^[1] In May 2005 it acquired the United States and central European CD and DVD manufacturing and distribution operations of Universal Music Group and held them through Entertainment Distribution Company, LLC, of which it held 97.99 per cent of the Class A and Class B units.^[1] On 25 August 2008 it became a wholly owned subsidiary of EDCI Holdings, Inc.^[2]

The name changed by merger, not by re-incorporation. On 10 May 2007 a wholly owned subsidiary, Entertainment Distribution Company Merger Sub, Inc., was merged into the registrant under section 253 of the Delaware General Corporation Law for the sole purpose of changing its name; the corporation survived the merger, amended its certificate of incorporation and traded under the symbol EDCI from the next day.^[3] The notes to its own annual report for 2007 date the change to 11 May 2007, and EDGAR likewise runs the Glenayre registration name to 10 May 2007 and this one from 11 May 2007, so the two dates are the effective date and the first day under the new name rather than a disagreement about the event.^[1][4] Throughout, it was the same registrant: commission file number 0-15761, CIK 0000808918, incorporated in Delaware, employer identification number 98-0085742.^[1][3]

EDCI Holdings, Inc. is a different corporation, not another name for this one. EDCI Holdings was newly formed in 2008 as a wholly owned subsidiary of this company, with no operating history, for the single purpose of a holding-company reorganisation; the transfer restrictions it introduced were meant to help preserve the group's net operating loss carryforwards.^[5] Under the Agreement and Plan of Reorganization of 3 June 2008, adopted by this company's stockholders on 22 August 2008 and consummated on 25 August 2008, the two positions reversed: this company became the wholly owned subsidiary, each ten of its shares were exchanged for one share of EDCI Holdings, and its own common stock ceased to trade on the NASDAQ Capital Market.^[2] EDCI Holdings then succeeded to the registration under CIK 808918, which is why filings from August 2008 onwards carry the parent's name while the Glenayre and 2007-2008 filings under that CIK are this company's.^[4] The annual report for 2009 names this company as the subsidiary through which EDCI held the disc business, and EDC's own website described the same chain, calling Entertainment Distribution Company, LLC majority owned by Entertainment Distribution Company, Inc., a wholly owned subsidiary of EDCI Holdings, Inc.^[6][7]

The Glenayre lineage stayed with this company rather than passing to the parent. Its operations formerly included the Wireless Messaging, or paging, business it began exiting in May 2001 and the Glenayre Messaging business whose assets were sold in December 2006, both reported as discontinued operations.^[1][6] At 31 December 2009 the subsidiaries held directly or indirectly under its name still included Glenayre Electronics, Inc. of Colorado, Glenayre Digital Systems, Inc. of North Carolina, Glenayre Manufacturing Limited of Canada, Glenayre Electronics Singapore Pte Limited, Glenayre Electronics (UK) Limited and Wireless Access, Inc. of California, alongside the disc companies Entertainment Distribution Company, LLC, EDC UK Holdings Limited and EDC Blackburn Limited.^[8] Its principal executive offices were at 825 8th Avenue, 23rd Floor, New York, which is also the address EDGAR still shows for the CIK.^[1][4]

EDGAR first records the registrant filing as Glenayre Technologies, Inc. on 9 June 1994.^[4] The annual report for 2009 still describes EDCI Holdings as the parent of this company, which with its subsidiaries operated in the manufacturing and distribution segment of the optical disc industry; after its stockholders approved a Plan of Dissolution at a special meeting on 7 January 2010, EDCI Holdings filed a certificate of dissolution with the Delaware Secretary of State that month.^[6]