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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-K/A
 Amendment No. 1
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    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2008
 or
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    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from            to
 Commission file number: 000-17287
 OUTDOOR CHANNEL HOLDINGS, INC.
 (Exact name of registrant as specified in its charter)
 Delaware(State or other jurisdiction of 
Incorporation or organization)
    
    33-0074499(I.R.S. Employer
Identification No.)
 43445 Business Park Dr., Suite 103, Temecula, California 92590  (Address of principal executive offices) (Zip Code)
 Registrants telephone number, including area code:
(951) 699-6991
 Securities registered pursuant to Section 12 (b) of the Act:
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon Stock, $0.001 par value
    
    The Nasdaq Global Market
 Securities registered pursuant to Section 12 (g) of the Act:
None
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  Large accelerated filer oAccelerated filer þNon-accelerated filer o(Do not check if a smaller reporting company)Smaller reporting company o o þ




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TABLE OF CONTENTS
 PART IIItem 9A. Controls and Procedures
    
    
    2PART IVItem 15. Exhibits and Financial Statement Schedules
    
    
    3SIGNATURES
    
    
    6EX-23.1EX-23.2EX-31.3EX-31.4EX-32.3EX-32.4




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OUTDOOR CHANNEL HOLDINGS, INC.
 EXPLANATORY NOTE
 Controls and
Procedures
 
 ITEM 9A. CONTROLS AND PROCEDURES.
 Evaluation of disclosure controls and procedures.
  Changes in internal control over financial reporting.
 Managements report on internal control over financial reporting.
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PART IV
 
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
 (a) The following documents are included as part of this Annual Report on Form 10-K .
  (b) Exhibits
 ExhibitNumber
    
    Description2.1
    
    Amended and Restated Agreement and Plan of Merger among The Outdoor Channel, Inc., Outdoor Channel
Holdings, Inc. and Gold Prospectors Association of America, Inc. dated as of April 20, 2004, as amended
and restated as of May 12, 2004 (filed as Exhibit 2.1 to the Companys Current Report on Form 8-K filed on
May 18, 2004 and incorporated herein by reference).2.2
    
    Agreement and Plan of Merger between Outdoor Channel Holdings, Inc., a Delaware corporation, and Outdoor
Channel Holdings, Inc., an Alaska corporation, dated as of September 8, 2004 (filed as Exhibit 2.1 to the
Companys Current Report on Form 8-K filed on September 20, 2004 and incorporated herein by reference).3.1
    
    Certificate of Incorporation of Outdoor Channel Holdings, Inc, a Delaware corporation (filed as Exhibit
3.1 to the Companys Current Report on Form 8-K filed on September 20, 2004 and incorporated herein by
reference).3.2
    
    By-Laws of Outdoor Channel Holdings, Inc., a Delaware corporation (filed as Exhibit 3.2 to the Companys
Current Report on Form 8-K filed on September 20, 2004 and incorporated herein by reference)4.1
    
    Instruments defining the rights of security holders, including debentures (see exhibits 3.1 and 3.2 above).10.1
    
    Letter of intent dated August 27, 1993, regarding the proposed acquisition of Gold Prospectors
Association of America, Inc. by the Company (filed as Exhibit 10.4 to the Companys Form 10-Q for the
quarter ended September 30, 1993 and incorporated herein by reference).10.2
    
    Agreement and Plan of Reorganization dated February 13, 1995, by and between the Registrant and Gold
Prospectors Association of America, Inc. (filed as Exhibit B to the Companys Form 8-K dated February 13,
1995 and incorporated herein by reference).10.3*
    
    Form of Indemnification Agreement between Outdoor Channel Holdings, Inc. and its directors and certain
executive officers (filed as Exhibit 10.1 to the Companys Form 10-Q for the quarter ended September 30,
2004 and incorporated herein by reference).10.4
    
    Revolving Credit Agreement and related agreements by and between the Company and U.S. Bank N.A. dated
September 30, 2004 (filed as Exhibit 10.2 to the Companys Form 10-Q for the quarter ended September 30,
2004 and incorporated herein by reference).10.5*
    
    1995 Stock Option Plan (filed as Exhibit 10.6 to the Companys Form 10-KSB for the year ended December 31,
1995 and incorporated herein by reference).10.6*
    
    Form of Stock Option Agreement pursuant to the Companys 1995 Stock Option Plan (filed as Exhibit 4.2 to
the Companys Registration Statement on Form S-8 with respect to the shares underlying such plan that was
filed on November 12, 2004 and incorporated herein by reference).10.7*
    
    The Outdoor Channel, Inc. 1997 Stock Option Plan (filed as Exhibit 4.1 to the Companys Registration
Statement on Form S-8 with respect to the shares underlying the options assumed by the Company under such
plan that was filed on November 12, 2004 and incorporated herein by reference).10.8*
    
    Form of Stock Option Agreement pursuant to The Outdoor Channel, Inc. 1997 Stock Option Plan (filed as
Exhibit 4.2 to the Companys Registration Statement on Form S-8 with respect to the shares underlying the
options assumed by the Company under such plan that was filed on November 12, 2004 and incorporated herein
by reference).10.9*
    
    Non-Statutory Stock Option Plan and Agreement, dated as of November 13, 2003, by and between the Company
and William A. Owen, as amended (filed as Exhibit 4.1 to the Companys Registration Statement on Form S-8
with respect to the shares underlying such plan that was filed on November 12, 2004 and incorporated
herein by reference).10.10*
    
    Non-Employee Directors Stock Option Plan, as amended (filed as Exhibit 4.1 to the Companys Registration
Statement on Form S-8 with respect to the shares underlying such plan that was filed on November 12, 2004
and incorporated herein by reference).10.11*
    
    Form of Stock Option Agreement pursuant to Non-Employee Directors Stock Option Plan (filed as Exhibit
10.13 to the Companys Form 10-KSB for the year ended December 31, 2003 and incorporated herein by
reference).
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ExhibitNumber
    
    Description10.12*
    
    2004 Long-Term Incentive Plan (filed as Exhibit 4.1 to the Companys Registration Statement on Form S-8
with respect to the shares underlying such plan that was filed on November 12, 2004 and incorporated
herein by reference).10.13*
    
    Form of Stock Option Award Agreement pursuant to 2004 Long-Term Incentive Plan (filed as Exhibit 99.1 to
the Companys Form 8-K dated December 20, 2004 and incorporated herein by reference).10.14*
    
    Form of Restricted Shares Award Agreement pursuant to 2004 Long-Term Incentive Plan (filed as Exhibit 99.2
to the Companys Form 8-K dated December 20, 2004 and incorporated herein by reference).10.15
    
    Omitted.10.16*
    
    Outdoor Channel Holdings, Inc. Executive Annual Cash Bonus Plan effective April 21, 2005 (filed as Exhibit
10.2 to the Companys Form 10-Q/A for the quarter ended March 31, 2005 and incorporated herein by
reference).10.17*
    
    Selling Stockholders Registration Rights Agreement, dated as of June 27, 2005, among Outdoor Channel
Holdings, Inc. and the selling stockholders who are a party (filed as Exhibit 10.1 to the Companys
current report on Form 8-K filed on June 28, 2005 and incorporated herein by reference).10.18
    
    Amendment to Loan Agreement and Note and related agreements by and between the Company and U.S. Bank N.A.
dated October 18, 2005 (filed as Exhibit 10.18 to the Companys Annual Report on Form 10-K filed on March
16, 2006 and incorporated herein by reference).10.19
    
    Term Loan Agreement and related agreements by and between 43455 BPD, LLC and U.S. Bank N.A. dated as of
October 18, 2005 (filed as Exhibit 10.19 to the Companys Annual Report on Form 10-K filed on March 16,
2006 and incorporated herein by reference).10.20
    
    Term Loan Agreement and related agreements by and between the Company and U.S. Bank N.A. dated as of
October 18, 2005 (filed as Exhibit 10.20 to the Companys Annual Report on Form 10-K filed on March 16,
2006 and incorporated herein by reference).10.21*
    
    Optionholders Registration Rights Agreement by and among the Company, Ray V. Miller and Elizabeth J.
Sanderson dated as of December 5, 2005 (filed as Exhibit 10.1 to the Companys current report on Form 8-K
filed on December 6, 2005 and incorporated herein by reference).10.22*
    
    Lease by and between the Company and Musk Ox Properties, L.P. dated as of January 1, 2006 (filed as
Exhibit 10.22 to the Companys Annual Report on Form 10-K filed on March 16, 2006 and incorporated herein
by reference).10.23*
    
    Employment Agreement with Roger L. Werner, Jr., effective as of October 16, 2006 (filed as Exhibit 10.1 to
the Companys Current Report on Form 8-K filed on October 20, 2006 and incorporated herein by reference).10.24*
    
    Form of Performance Unit Agreement (filed as Exhibit 10.2 to the Companys Current Report on Form 8-K
filed on October 20, 2006 and incorporated herein by reference).10.25*
    
    Amendment of Employment Agreement with Roger L. Werner, Jr., effective as of November 9, 2006 (filed as
Exhibit 10.1 to the Companys Current Report on Form 8-K filed on November 9, 2006 and incorporated herein
by reference).10.26
    
    Separation Agreement and Release between The Outdoor Channel, Inc. and Mr. Andrew J. Dale dated December
21, 2006 (filed as Exhibit 10.1 to the Companys Current Report on Form 8-K filed on December 28, 2006 and
incorporated herein by reference).10.27
    
    Consulting Agreement between The Outdoor Channel, Inc. and Mr. Andrew J. Dale dated January 2, 2007 (filed
as Exhibit 10.2 to the Companys Current Report on Form 8-K filed on December 28, 2006 and incorporated
herein by reference).10.28
    
    Form of Change of Control Severance Agreement (filed as Exhibit 10.28 to the Companys Form 10-K dated
March 17, 2008 and incorporated herein by reference).10.29
    
    Amendment to Loan Agreement and Note and related agreements by and between the Company and U.S. Bank N.A.
dated as of September 21, 2007 (filed as Exhibit 10.29 to the Companys Form 10-Q dated February 1, 2008
and incorporated herein by reference).10.30
    
    Purchase Agreement by and between The Gold Business, LLC, Outdoor Channel Holdings, Inc. and Gold
Prospectors Association of America, Inc. dated April 24, 2007 (filed as Exhibit 10.1 to the Companys
Form 10-Q dated May 10, 2007 and incorporated herein by reference).10.31
    
    First Amendment to Lease dated April 24, 2007, by and between Musk Ox Properties, L.P. and Outdoor Channel
Holdings, Inc. (filed as Exhibit 10.2 to the Companys Form 10-Q dated May 10, 2007 and incorporated
herein by reference).10.32
    
    Separation Agreement and Release between Outdoor Channel Holdings, Inc. and Mr. William A. Owen dated
December 14, 2007 (filed as Exhibit 10.1 to the Companys Current Report on Form 8-K filed on December 17,
2007 and incorporated herein by reference).10.33
    
    Consulting Agreement between Outdoor Channel Holdings, Inc. and Mr. William A. Owen dated as of December
15, 2007
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ExhibitNumber
    
    Description(filed as Exhibit 10.2 to the Companys Current Report on Form 8-K filed on December 17, 2007 and
incorporated herein by reference).10.34
    
    Form of Stock Repurchase Plan and
Agreement (filed as Exhibit 10.34 to the Companys
Form 10-K dated March 9, 2009 and incorporated
herein by reference).10.35
    
    Asset Purchase Agreement by and among Cablecam LLC, Skycam LLC, Winnercomm Holdings, Inc and Winnercomm,
Inc., and Outdoor Channel Holdings, Inc., dated January 12, 2009 (filed as Exhibit 10.1 to the Companys
Current Report on Form 8-K filed on January 16, 2009 and incorporated herein by reference).21.1
    
    Subsidiaries of Registrant (filed as an exhibit to our annual report on Form 10-K for the year ended
December 31, 2008 and incorporated herein by reference).23.1
    
    Consent of J.H. Cohn LLP, Independent Registered Public Accounting Firm.23.2
    
    Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.24.1
    
    Power of Attorney. Reference is made to page 81. (filed as an exhibit to our annual report on Form 10-K
for the year ended December 31, 2008 and incorporated herein by reference).31.1
    
    Certification by Chief Executive Officer (filed as an exhibit to our annual report on Form 10-K for the
year ended December 31, 2008 and incorporated herein by reference).31.2
    
    Certification by Chief Financial Officer (filed as an exhibit to our annual report on Form 10-K for the
year ended December 31, 2008 and incorporated herein by reference).31.3
    
    Certification by Chief Executive Officer31.4
    
    Certification by Chief Financial Officer32.1
    
    Section 1350 Certification by Chief Executive Officer (filed as an exhibit to our annual report on Form
10-K for the year ended December 31, 2008 and incorporated herein by reference).32.2
    
    Section 1350 Certification by Chief Financial Officer (filed as an exhibit to our annual report on Form
10-K for the year ended December 31, 2008 and incorporated herein by reference).32.3**
    
    Section 1350 Certification by Chief Executive Officer32.4**
    
    Section 1350 Certification by Chief Financial Officer
 
 *
    
    Designates a management contract or compensatory plan or arrangement.**
    
    Pursuant to Commission Release No. 33-8238, this certification will
be treated as accompanying this amendment no. 1 to Annual Report
on Form 10-K and not filed as part of such report for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liability of Section 18 of the Securities
Exchange Act of 1934, as amended, and this certification will not be
deemed to be incorporated by reference into any filing under the
Securities Act of 1933, as amended, or the Securities Exchange Act
of 1934, as amended, except to the extent that the registrant
specifically incorporates it by reference. 5




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SIGNATURES
  OUTDOOR CHANNEL HOLDINGS, INC.By:
    /s/ Shad L. BurkeShad L. BurkeChief Financial Officer Dated: November 5, 2009 6