8-K
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): June 20, 2008
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
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(Commission
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(I.R.S. Employer |
| of Incorporation)
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File Number)
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Identification No.) |
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100 Park Avenue
2nd Floor
New York, New York
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10017 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
On June 20, 2008, The Orchard Enterprises, Inc. (the “Company”) announced that it had
submitted the winning bid for the purchase of certain music recording assets of TeeVee Toons, Inc.
and/or its affiliates (“TVT Records”) at a bankruptcy auction held on June 19, 2008. As a result, the Company and
TVT Records currently are negotiating the terms of a definitive asset purchase agreement, with
mutually acceptable terms and conditions and customary closing conditions. The ultimate terms of
any such definitive agreement will also be subject to the approval of the bankruptcy court presiding over TVT Records’ Chapter 11 bankruptcy proceedings.
Although the Company believes that it will be able to reach agreement with TVT Records, there
can be no assurances that the parties will enter into a definitive agreement, that the bankruptcy
court will approve said agreement or that the transaction will be consummated. Upon the execution
of a definitive asset purchase agreement, the Company will file with the Securities and Exchange
Commission a Current Report on Form 8-K setting forth the material terms of the transaction and
including a copy of the definitive agreement as an exhibit thereto.
On June 20, 2008, The Orchard and TVT Records issued a joint press release announcing the
foregoing. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
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Description |
99.1
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Joint Press Release dated June 20, 2008 |
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: June 20, 2008 |
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/s/ Greg Scholl
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Name: |
Greg Scholl |
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Title: |
President and Chief Executive
Officer |
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Exhibit Index
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| Exhibit Number |
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Description |
99.1
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Joint Press Release dated June 20, 2008 |