Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
_____________________
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): October 15, 2009
The
Orchard Enterprises, Inc.
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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000-51761
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20-3365526
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer Identification No.)
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23
East 4th
Street
3rd
Floor
New
York, New York
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10003
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(Registrant’s
telephone number, including area code): (212)
201-9280
(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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.02. Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On
October 27, 2009, in view of a letter received by The Orchard Enterprises, Inc.
(the “Company”) from Dimensional Associates, LLC (“Dimensional”), the majority
stockholder of the Company, described below in Item 8.01, Daniel Stein resigned
from his position as Interim Chief Executive Officer of the Company effective
immediately. The Board of Directors of the Company (the “Board”)
appointed Brad Navin, the Company’s current Executive Vice President and General
Manager, as Interim Chief Executive Officer effective
immediately. Mr. Stein was appointed Interim Chief Executive Officer
of the Company in September 2009 in connection with the announced resignation of
Greg Scholl as President and Chief Executive Officer and a director of the
Company effective November 1, 2009. Mr. Stein will remain on the Board as a
director. Mr. Stein is also the Chief Executive Officer of
Dimensional. As previously announced, the Board has formed a search
committee to identify a qualified candidate to serve as Chief Executive Officer
of the Company.
Mr.
Navin, 38, has been Executive Vice President and General Manager of the Company
since April 2008, and prior thereto was Vice President, Global Licensing &
Sales of the Company since its acquisition of Orchard Enterprises NY, Inc.
(“Orchard NY”) in November 2007. Prior to November 2007, Mr.
Navin was Vice President of Licensing & Operations for Orchard NY,
which he joined in 2004. From 1999 to 2004, Mr. Navin was VP, Music &
Programming at Digital Club Network, and the Executive Director of the New York
Nightlife Association in 1999. Mr. Navin was an artist manager with
Invasion Group management from 1997 to 1999. Prior to that, Mr. Navin
worked for booking agency Artist & Audience Entertainment from 1995 to
1997. Mr. Navin holds a B.A. degree from Loyola College in
Maryland.
The
description of Mr. Navin’s compensation and employment agreement under the
heading “Compensation of Executive Officers” in the Company’s Proxy Statement
for its 2009 Annual Meeting of Stockholders is incorporated herein by
reference. In addition to his compensation as Executive Vice
President and General Manager, Mr. Navin will receive $6,000 per month of
additional salary in connection with his service as Interim Chief Executive
Officer.
Item
8.01 Other Events.
On
October 15, 2009, the Board received a letter from Dimensional in which
Dimensional proposed entering into non-binding discussions with the Company
regarding a potential transaction through which Dimensional would acquire all of
the outstanding shares of common stock of the Company that are not currently
owned by Dimensional at a price of $1.68 per share. The Board formed
a Special Committee comprised of independent and disinterested directors to
review and evaluate Dimensional’s proposal. After preliminary discussions with representatives of
the Special Committee, Dimensional revised its initial proposed price to $1.84
per share.
The Special Committee is reviewing and evaluating the
revised proposal. The Special Committee has engaged
independent legal counsel and an independent financial advisor to assist in its
review and evaluation.
Item 9.01 Financial Statements and
Exhibits.
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Exhibit
Number
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Description
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10.1
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Letter
Agreement between the Company and Bradley Navin dated October 28,
2009
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Signatures
Pursuant
to the requirements of the Securities and Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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The Orchard Enterprises,
Inc. |
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Date:
October 30, 2009
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By:
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/s/ Nathan Fong |
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Name:
Nathan Fong |
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Title: Chief
Financial Officer |
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Exhibit
Index
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Exhibit
Number
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Description
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10.1
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Letter
Agreement between the Company and Bradley Navin dated October 28,
2009
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