SECURITIES AND EXCHANGE COMMISSION FORM 8-K Current report filing Filing Date: 2008-06-20 | Period of Report: 2008-06-20 SEC Accession No. 0000950123-08-007092 (HTML Version on secdatabase.com) FILER Orchard Enterprises, Inc. Mailing Address Business Address 100 PARK AVENUE 100 PARK AVENUE CIK:1339729| IRS No.: 203365526 | State of Incorp.:DE | Fiscal Year End: 1231 2ND FLOOR 2ND FLOOR Type: 8-K | Act: 34 | File No.: 000-51761 | Film No.: 08908877 NEW YORK NY 10017 NEW YORK NY 10017 SIC: 6794 Patent owners & lessors 212-201-9280 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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) Delaware 000-51761 20-3365526 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification No.) 100 Park Avenue 2nd Floor New York, New York 10017 (Address of Principal Executive Offices) (Zip Code) (Registrants 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)) Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Item 8.01 Other Events. 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. Exhibit Number Description 99.1 Joint Press Release dated June 20, 2008 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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. The Orchard Enterprises, Inc. Date: June 20, 2008 By: /s/ Greg Scholl Name: Greg Scholl Title: President and Chief Executive Officer Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Exhibit Index Exhibit Number Description 99.1 Joint Press Release dated June 20, 2008 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Exhibit 99.1 For Immediate Release THE ORCHARD WINS BID TO ACQUIRE TVT RECORDS NEW YORK June 20, 2008 The Orchard (NASDAQ: ORCD), a global leader in digital music and entertainment, and TVT Records, one of Americas premier independent labels, today announced that The Orchard was selected as the winning bidder in a bankruptcy auction held yesterday in New York City to purchase TVT Records. Under the terms of its bid, The Orchard would assume control of TVTs catalogue of recorded masters, artist contracts and physical record distribution infrastructure, among other assets, but excluding its holdings in its music publishing subsidiary. The acquisition is expected to close on or before July 3rd, 2008, although there can be no assurances that the transaction will close as it is subject to court approval, customary closing conditions and finalization of the purchase agreement between the parties. Commenting on the purchase, The Orchards President and Chief Executive Officer Greg Scholl said, TVT has been a pioneering independent label that has operated since its inception proudly outside of the traditional music industry, and that pioneering spirit is a great fit with The Orchards mission and mandate. Along with a great catalogue of chart-topping music, TVT has a formidable artist roster, with major hip-hop talents and a phenomenal pipeline of developing artists. We look forward to working with these artists, and where it makes sense, in conjunction with other Orchard clients and partners, to support their artistic vision and maximize their commercial potential. TVT Records President Steve Gottlieb said, After 23 years and 25 plus Gold and Platinum releases, I am delighted to see TVTs catalogue and roster move to a company so deeply engaged in developing the digital future of the music business. My energies will now focus on the continued growth of TVT Music as a premier music publisher, as well as following on with my consulting and co-investing with VCs in early stage internet ventures. About The Orchard® The Orchard (NASDAQ: ORCD) controls and globally distributes more than 1.1 million songs and over 3,000 hours of video programming through hundreds of digital stores (e.g. iTunes, eMusic, Google, Netflix) and mobile carriers (e.g. Verizon, Vodafone, Bell Canada, Moderate, 3). With operations in 28 countries, The Orchard drives sales for its label, retailer, brand, and agency clients through innovative marketing and promotional campaigns; brand entertainment programs; and film, advertising, gaming and television licensing. A pioneer in digital music and media services, The Orchard fosters creativity and independence. For more information, please visit us at www.theorchard.com. The Orchard is a registered trademark and The Orchard logo is a service mark of Orchard Enterprises NY, Inc. All Rights Reserved. About TVT Records Founded by Steve Gottlieb, TVT Records has been a leading independent music label Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document since its inception in 1985. The label introduced the world to such groundbreaking artists as Nine Inch Nails, Ja Rule and Lil Jon and has earned over 25 Gold, platinum and multi-platinum records. Billboard Magazine recognized TVT as the number one independent record label for five consecutive years (2001 2006). The labels current roster includes Lil Jon, Ying Yang Twins, Pitbull, Default, Ambulance LTD, Yo Gotti, Keke Wyatt, The Polyphonic Spree, The Cinematics, The Holloways, Bobaflex, New Years Day and more. ### Forward Looking Statements This release may contain certain forward-looking statements within the meaning of Federal Securities laws that are subject to certain risks and uncertainties and involve factors that may cause actual results to differ materially from those projected or suggested. Factors that could cause actual results to differ materially from those in forward-looking statements include, but are not limited to, (i) the ability of The Orchard to capitalize on its business strategy, (ii) the ability of The Orchard to take advantage of opportunities for revenue expansion, and (iii) managements ability to continue to reduce costs following the merger. Undue reliance should not be placed on such forward-looking statements as they speak only as of the date hereof, and The Orchard undertakes no obligation to update these statements to reflect subsequent events or circumstances except as may be required by law. Additional factors that could cause actual results to differ materially from those projected or suggested in any forward-looking statements are contained in The Orchards most recent periodic reports on Form 10-K and Form 10-Q that are filed with the Securities and Exchange Commission. Contact: Deana Graffeo The Orchard t. +1 (646) 237-3780 m. +1 (917) 374-3857 e. [email protected] Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document.