UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

March 29, 2019

(Date of earliest event reported)

 

Cinedigm Corp.

(Exact name of registrant as specified in its charter)

 

Delaware 001-31810 22-3720962

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

45 West 36 th Street, 7 th Floor, New York, New York 10018
(Address of principal executive offices) (Zip Code)

 

212-206-8600

(Registrant’s telephone number, including area code)

 

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):

 

¨ Written communications 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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

¨ Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On March 29, 2019, William S. Sondheim, who served as President of the Cinedigm Entertainment Group division of Cinedigm Corp. (the “Company”), left the Company to pursue outside entrepreneurial opportunities.

 

Mr. Sondheim will continue to provide the Company with consulting services relating to its content and entertainment business. Accordingly, Mr. Sondheim and the Company entered into a Consulting Agreement, dated as of March 29, 2019 (the “Consulting Agreement”), which provides for a six (6) month term (the “Term”) with a monthly fee of $36,413.56. The Consulting Agreement further provides that Mr. Sondheim will not render services of the kind rendered to the Company to any person or entity other than the Company during the Term, but if he elects to render such services to a person or entity other than the Company, the monthly fee will be reduced by 50%.

 

The foregoing description of the Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to full text of the Consulting Agreement which will be filed in accordance with SEC regulations.

 

The Company issued a press release on April 3, 2019 announcing the departure of Mr. Sondheim, a copy of which is furnished as Exhibit 99.1 hereto.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) EXHIBIT INDEX

 

Exhibit No. 

 

Description 

99.1   Press release dated April 3, 2019.

 

2  

 

 

SIGNATURE

 

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Dated: April 3, 2019

 

  By: /s/ Gary S. Loffredo
  Name:  Gary S. Loffredo
  Title: Chief Operating Officer, President of Digital Cinema, General Counsel & Secretary

 

3  

 

Exhibit 99.1

 

  

Cinedigm Announces Leadership Changes in Content Entertainment Group

 

Moves Follow Company’s Recent Agreement to Acquire OTT Streaming Leader Future Today

 

Los Angeles, CA, April 3, 2019 – Cinedigm (NASDAQ: CIDM) announced today leadership changes within the Company’s Content Entertainment Group to reflect the Company’s evolving focus on digital streaming and content aggregation following its recent announcement to acquire Future Today Inc ., a leading OTT streaming video platform.

 

Bill Sondheim, the President of Cinedigm Entertainment Group, will be leaving Cinedigm to pursue outside entrepreneurial opportunities. He will continue to provide the Company with consulting services. Current Content Entertainment Group Executive Vice President Yolanda Macias and Senior Vice President Dan Coyle will now lead that group, leveraging their combined 50+ years of industry experience and leadership. These moves continue the Company’s efforts to st reamline corporate structure and enhance management effectiveness and synergy.

 

With over 25 years of industry experience, Macías is responsible for acquiring global content rights and oversees digital distribution across all world-wide platforms.  Macias began her tenure at Cinedigm after the Gaiam Vivendi Entertainment acquisition in 2013.Previously,  Macías held executive positions at  DIRECTV, Technicolor  and The Walt Disney Company.  She was also honored as one of the Top 50 Women in Business by the Los Angeles Business Journal and as one of the Elite Women and Digital Drivers 2009 - 2018 in the home entertainment industry and received the Imagen Award for Powerful & Influential Latinos in Entertainment 2018.

 

Coyle joined Cinedigm Entertainment after the Company’s acquisition of Gaiam, Inc.’s Entertainment Unit in 2013. In his role as Senior Vice President of Sales, Dan is responsible for strategic planning and sales of physical media for the company’s huge catalog of premium independent film and television titles. Dan previously held the same position at Gaiam since 2005. Prior to Gaiam, he was Vice President of Retail Operations at Goodtimes Entertainment, which he joined in 1991 and helped launch the first VMI program in the video industry.

 

Sondheim commented; “I’d like to thank Cinedigm Chairman and CEO Chris McGurk for providing me with some incredible experiences and growth opportunities over the past five years. Chris has charted a smart and bold strategic direction for Cinedigm with his commitment to expand digital channels and the streaming business and I believe this will be an exciting next chapter as he leads Cinedigm into the future. I am excited to embark on this next stage in my career and look forward to revealing new plans in the near future.”

 

 

 

 

Last month Cinedigm announced a definitive agreement to acquire leading Advertising-Video-on-Demand OTT streaming platform (AVOD) company Future Today. Future Today owns and operates more than 700 content channels with more than 60 million app installs, and manages more than 200,000 film, television and digital content assets that currently receive more than 85 million video views per month in a variety of categories including entertainment, movies, food & lifestyle, animation, and kids. The acquisition increases Cinedigm’s OTT footprint to over 7.6 million Monthly Active Users and 67 million total app installs and is expected to be immediately accretive.

 

“ The content distribution business is changing at a lightning pace and it is important that we continue our leadership position as the landscape shifts,” said McGurk. “We deeply value the importance of our home entertainment distribution business, and now that we have repositioned ourselves as a leading OTT streaming company, we believe all aspects of our business will benefit. We thank Bill for his efforts over the years to bring Cinedigm to this exciting new market position and we wish him the best for his new business endeavors. We remain deeply committed to our robust independent premium content distribution business and I am certain our efforts in that arena will continue their success under the leadership of Yolanda and Dan.”

 

ABOUT CINEDIGM

Since inception, Cinedigm (NASDAQ: CIDM) has been a leader at the forefront of the digital transformation of content distribution. Adapting to the rapidly transforming business needs of today’s entertainment landscape, Cinedigm remains a change-centric player focused on providing content, channels and services to the world’s largest media, technology and retail companies. Cinedigm’s Content and Networks groups provide original and aggregated programming, channels and services that entertain consumers globally across hundreds of millions of devices. For more information, visit  www.cinedigm.com .

 

Press Contact for CIDM:

Jill Newhouse Calcaterra

310-466-5135

jcalcaterra@cinedigm.com