##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-K/A
 (Amendment No. 1)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 for the Fiscal Year Ended March 31, 2009
 OR
 o
    
    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 000-11071
 
 
 IMAGE ENTERTAINMENT, INC.
  
 Delaware
(State or other jurisdiction of incorporation)
    
    84-0685613
(I.R.S. Employer Identification Number)
 20525 Nordhoff Street, Suite 200, Chatsworth, California 91311
 (818) 407-9100
  Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon Stock, par value $0.0001
Preferred Stock Purchase Rights
    
    The NASDAQ Stock Market LLC
 None
 YES o NO þ
 YES o NO þ
 YES þ NO o
 YES o NO o
 o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non- accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 YES o NO þ
 ®
  DOCUMENTS INCORPORATED BY REFERENCE




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##### 



IMAGE ENTERTAINMENT, INC.
Annual Report on Form 10-K/A (Amendment No. 1)
For The Fiscal Year Ended March 31, 2009
 TABLE OF CONTENTS
 PART III
    
    
    4Item 10. Directors, Executive Officers and Corporate Governance
    
    
    4Item 11. Executive Compensation
    
    
    7Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    13Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    15Item 14. Principal Accountant Fees and Services
    
    
    17PART IV
    
    
    18Item 15. Exhibits and Financial Statement Schedules
    
    
    18SIGNATURE
    
    
    19EXHIBIT 31.1
   2




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Explanatory Note
     3




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PART III
 
 Item 10.
    
    Directors, Executive Officers and Corporate Governance
 Board Composition
  Director
    
    
    
    
    
    Principal Occupation and Business Experience During Past Five Years and OtherName
    
    Class
    
    Age
    
    DirectorshipsMartin W. Greenwald
    
    III
    
    
    67
    
    
    Mr. Greenwald has served as our Chairman of the Board since 1981. From 1981
to March 2008, Mr. Greenwald also served as President and Chief Executive
Officer. He owns and is currently managing EIM Capital Management, Inc.,
which provides consulting services to clients, including Image. Mr.
Greenwald was previously involved with the Digital Video Disc Group (now
known as the Digital Entertainment Group), and previously chaired the
Laserdisc Association/Optical Video Disc Association. He has been a guest
lecturer at the USC Marshall School of Business and UCLA Anderson School of
Management, and has been a guest speaker or panelist at numerous home video
entertainment events. From 1990 to 1998, Mr. Greenwald served on the board
of directors of The Entertainment Industry Foundation. He has been honored
with the Visionary Award from the Entertainment AIDS Alliance, has served as
director of the Permanent Charities Committee of the Entertainment
Industries, and is an active supporter of Cedars Sinai Hospitals United
Hostesses Charities and Didi Hirsch Community Mental Health Centers. Mr.
Greenwald is a graduate of Fairleigh Dickinson University.David Coriat
    
    II
    
    
    59
    
    
    Mr. Coriat has served as a member of our Board since 2005. Since 1986, Mr.
Coriat has served as Executive Vice President, Chief Financial Officer and
director of Slaight Communications Inc. (formerly Standard Broadcasting
Corporation Limited), the largest privately-owned multi-media company in
Canada, prior to the sale of its broadcasting assets in October 2007, and
one of our largest stockholders. Prior to joining Standard Broadcasting,
Mr. Coriat was involved with Arthur Andersen & Co., an international
accounting firm, providing accounting advice to financial institutions,
performing special investigations and feasibility studies.Ira S. Epstein
    
    II
    
    
    77
    
    
    Mr. Epstein has served as a member of our Board since 1990. Mr. Epstein is
an entertainment attorney representing high-profile clients in the
television and motion picture industries, as well as related businesses
throughout the entertainment industry. Mr. Epstein has been Of Counsel to
the international law firm of Greenberg Traurig, LLP since June 2002. From
1993 to June 2002, he was Of Counsel to the Beverly Hills entertainment law
firm Weissmann, Wolff, Bergman, Coleman, Silverman & Holmes, LLP. From 1975
to 1993, Mr. Epstein was the managing partner of the entertainment law firm
Cooper, Epstein & Hurewitz. He has held officer and director positions in
numerous corporations, formerly served as a Member of the Board of Trustees
of the San Diego Arts Performance League, currently serves as a member of
the Board of Directors of the North Coast Repertory Company, where he served
as Vice President prior to serving as President for the past four years, and
serves as a member of the San Dieguito Planning Group, the North San Diego
zoning and land use advisory group to the San Diego Board of Supervisors.
Mr. Epstein obtained his J.D. from University of Nebraska College of Law,
and was a Captain in the Judge Advocate General Air Force.Gary Haber
    
    III
    
    
    63
    
    
    Mr. Haber has served as a member of our Board since 2005. Mr. Haber is a
35-year entertainment industry Certified Public Accountant. Since its
founding in 1977, Mr. Haber has served as principal of Haber Corporation
Certified Public Accountants, providing financial and business management
services to top internationally-recognized artists in the music and
entertainment industry. Mr. Haber has spoken in the past at the Southern
Regional Entertainment and Sports Law Seminar, and guest lectured at UCLA.
He serves as President of the Nashville Screenwriters Conference, serves on
the Boards of Directors of the Alliance of Artists Recording Companies
(AARC), and the Academy of Country Music (ACM) and is President of ACM
Lifting Lives. Mr. Haber has a B.S. in Accounting from Long Island
University.
  4




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Director
    
    
    
    
    
    Principal Occupation and Business Experience During Past Five Years and OtherName
    
    Class
    
    Age
    
    DirectorshipsM. Trevenen Huxley
    
    I
    
    
    57
    
    
    Mr. Huxley provides digital media consultation services through his company,
Thinxinc, Inc. In 2007, he co-founded TiltnTwist, LLC, which makes mobile
phone games. He has served as a member of our Board since 1998 and
previously as a consultant for our digital rights subsidiary, Egami Media,
Inc. (Egami), from April 2005 through November 2006. In 1990, Mr. Huxley
co-founded Muze Inc., which became the leading entertainment product
database in the United States, served as its President and Chief Executive
Officer from 1992 to March 1998, and its Executive Vice President for
Business Development until November 2002. He led the technology team that
developed and deployed over 5,000 entertainment information kiosks in retail
music, book and video stores throughout the U.S. and spearheaded efforts
that led to the use of Muze data by most of the major Internet entertainment
retailers and portal sites, including Amazon and Yahoo! From 1998 to 2000,
Mr. Huxley served as Co-Chair of an EC project funded under the European
Commission Info 2000 Program, which developed an analysis of the
requirements for metadata for e-commerce in intellectual property in the
network environment. He serves on the Board of Directors of The Center for
Social and Emotional Education, a non-profit organization based in New York
City.Robert J. McCloskey
    
    I
    
    
    61
    
    
    Mr. McCloskey has served as a member of our Board since 2002. Mr. McCloskey
is retired after acting as President and Chief Executive Officer of Shopcast
Television (TV) since 2006. From 1987 to 2004, Mr. McCloskey served as
Chairman of the Home Entertainment Group of Standard Broadcasting, as well
as President and Chief Executive Officer of Video One Canada Limited. Prior
to joining Standard Broadcasting, he spent 17 years in the consumer products
industry in numerous senior domestic and international assignments with
General Foods, Pepsico, Rothmans International and Nabisco. Mr. McCloskey
has a B.S. from Cornell University and an M.B.A. from York University.
 Executive Officers
  Name
    
    Age
    
    PositionCurrent Executive OfficersJeff M. Framer*
    
    
    48
    
    
    President and Chief Financial OfficerWilliam Bill V. Bromiley
    
    
    47
    
    
    Chief Acquisitions OfficerDerek Rick Eiberg
    
    
    42
    
    
    Chief Operating OfficerFormer Executive OfficerDavid Borshell**
    
    
    44
    
    
    Former President
 
 *
    
    Mr. Framer was appointed the Companys President effective March 12, 2009.**
    
    Mr. Borshell ceased being an executive officer and employee of the Company effective March 12, 2009.     5




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Section 16(a) Beneficial Ownership Reporting Compliance
  Code of Ethics and Governance Guidelines
  Director Independence
  Committees of the Board
  Audit Committee
   6




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Item 11.
    
    Executive Compensation
 Summary Compensation Table for Fiscal Year 2009
  Fiscal
    
    
    
    
    
    Option
    
    
    All OtherName & Principal Position
    
    Year
    
    
    Salary ($)
    
    
    Awards ($)(1)
    
    
    Compensation ($)(2)
    
    
    Total ($)Current Executive OfficersJeff M. Framer,
    
    
    2009
    
    
    $
    350,000
    
    
    $
    6,574
    
    
    $
    36,683
    
    
    $
    393,257President and Chief Financial Officer
    
    
    2008
    
    
    
    299,984
    
    
    
    
    
    
    
    34,414
    
    
    
    334,398Bill V. Bromiley(3),
    
    
    2009
    
    
    
    350,000
    
    
    
    6,574
    
    
    
    43,323
    
    
    
    399,897Chief Acquisitions OfficerRick Eiberg(3),
    
    
    2009
    
    
    
    250,000
    
    
    
    4,931
    
    
    
    39,255
    
    
    
    294,186Chief Operating OfficerFormer Executive OfficerDavid Borshell(4),
    
    
    2009
    
    
    
    412,730
    
    
    
    8,217
    
    
    
    613,320
    
    
    
    1,034,267Former President
    
    
    2008
    
    
    
    317,984
    
    
    
    
    
    
    
    36,234
    
    
    
    354,218
 
 (1)
    
    Amount represents the compensation expense we recognized for stock options granted in
fiscal year 2009, before reflecting forfeitures, in accordance with the provisions of
Financial Accounting Standards Board Statement of Financial Accounting Standards No. 123
(revised 2004), Share-Based Payment(FAS 123R). Refer to Note 13, Stockholders Equity,
in the Notes to Consolidated Financial Statements set forth in our Annual Report on Form
10-K for fiscal year 2009, for the relevant assumptions used to determine the valuation of our
stock options. Upon Mr. Borshells termination of employment during fiscal year 2009, Mr.
Borshells unvested options for 37,502 shares, with a FAS 123R value of $0.62 per share, were
forfeited.(2)
    
    Fiscal year 2009 includes: a.
    
    Medical and dental insurance premiums and other payments in excess of
those provided to other employees of $22,109 for each of Mr. Framer, Mr. Bromiley,
Mr. Eiberg and Mr. Borshell.b.
    
    Auto allowances paid of $12,600 for each of Mr. Framer, Mr. Eiberg and
Mr. Borshell and $15,000 for Mr. Bromiley.c.
    
    Our contributions to a 401(k) plan of $1,974 for Mr. Framer, $6,214 for
Mr. Bromiley, $4,546 for Mr. Eiberg, and $6,255 for Mr. Borshell.d.
    
    For Mr. Borshell, includes (i) severance amount of
$499,010, of which $465,321 is
for salary continuation through April 30, 2010, and $33,689 is for COBRA coverage
through June 30, 2010, and (ii) $73,346 in accrued vacation paid
in cash.
 (3)
    
    Messrs. Bromiley and Eiberg were promoted to executive officers effective April 1, 2008. No
compensation amounts prior to their promotions are disclosed herein. Mr. Eiberg served as
Executive Vice President, Operations and Chief Technology Officer from April 1, 2008 until his
appointment to the position of Chief Operating Officer effective March 12, 2009.(4)
    
    Mr. Borshells employment terminated effective March 12, 2009, at which time Mr. Framer was
appointed as our President.  7




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Grants of Plan-Based Awards for Fiscal Year 2009
  All Other Option Awards:
    
    
    Exercise or Base PriceGrant
    
    
    Number of Securities
    
    
    of Option Awards
    
    
    Grant Date Fair Value ofName
    
    Date
    
    
    Underlying Options (#)
    
    
    ($/Sh)
    
    
    Stock and Option AwardsCurrent Executive OfficersJeff M. Framer
    
    
    6/12/08
    
    
    
    40,000
    
    
    $
    1.14
    
    
    $
    24,612Bill V. Bromiley
    
    
    6/12/08
    
    
    
    40,000
    
    
    
    1.14
    
    
    
    24,612Rick Eiberg
    
    
    6/12/08
    
    
    
    30,000
    
    
    
    1.14
    
    
    
    18,459Former Executive OfficerDavid Borshell
    
    
    6/12/08
    
    
    
    50,000
    
    
    
    1.14
    
    
    
    30,765
 Employment Agreements
  Fiscal 2009 Agreements:
 Term.
 Base Salary.
   Fiscal 2010 Agreements:
 Term.
 Base Salary.
   8




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Potential Payments Upon Termination or Change in Control
  Employment
Agreements:
  Mr. Framer
 
    
    for termination by us without cause, or for termination by Mr. Framer for good reason,
would receive approximately $1,013,475, which includes (i) base salary of $800,000 through
the end of his employment agreements two-year term, (ii) bonus of zero (no bonus plan was
effective as of March 31, 2009) and (iii) additional severance of (A) base salary for six
months of $200,000, (B) bonus for six months of zero and (C) medical and dental insurance
for six months of $13,475.
  9




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Mr. Bromiley
 
    
    for termination by us without cause, or for termination by Mr. Bromiley for good reason,
would receive approximately $950,975, which includes (i) base salary of $750,000 through
the end of his employment agreements two-year term, (ii) bonus of zero (no bonus plan was
effective as of March 31, 2009) and (iii) additional severance of (A) base salary for six
months of $187,500, (B) bonus for six months of zero and (C) medical and dental insurance
for six months of $13,475.
 Mr. Eiberg
 
    
    for termination by us without cause, or for termination by Mr. Eiberg for good reason,
would receive approximately $763,475, which includes (i) base salary of $600,000 through
the end of his employment agreements two-year term, (ii) bonus of zero (no bonus plan was
effective as of March 31, 2009) and (iii) additional severance of (A) base salary for six
months of $150,000, (B) bonus for six months of zero and (C) medical and dental insurance
for six months of $13,475.
   Treatment
of Stock Options upon a Change in Control:
      10




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Outstanding Equity Awards at Fiscal Year End 2009
  Option AwardsNumber of Securities
    
    
    Number of SecuritiesUnderlying Unexercised
    
    
    Underlying Unexercised
    
    
    Option Exercise
    
    
    Option ExpirationName
    
    Options (# Exercisable)
    
    
    Options (# Unexercisable)
    
    
    Price ($)
    
    
    DateCurrent Executive OfficersJeff M. Framer
    
    
    40,000
    
    
    
    
    
    
    $
    3.75
    
    
    
    7/2/2010
    (1)42,250
    
    
    
    
    
    
    
    1.75
    
    
    
    10/1/2011
    (2)32,000
    
    
    
    
    
    
    
    1.78
    
    
    
    3/5/2013
    (3)84,000
    
    
    
    
    
    
    
    3.80
    
    
    
    9/21/2014
    (4)40,000
    
    
    
    
    
    
    
    5.00
    
    
    
    9/21/2014
    (4)35,000
    
    
    
    
    
    
    
    3.39
    
    
    
    1/4/2016
    (5)9,999
    
    
    
    30,001
    
    
    
    1.14
    
    
    
    6/11/2018
    (6)Bill V. Bromiley
    
    
    9,999
    
    
    
    30,001
    
    
    
    1.14
    
    
    
    6/11/2018
    (6)Rick Eiberg
    
    
    15,000
    
    
    
    
    
    
    
    2.256
    
    
    
    4/20/2013
    (7)12,500
    
    
    
    
    
    
    
    3.74
    
    
    
    6/2/2014
    (8)12,500
    
    
    
    
    
    
    
    3.80
    
    
    
    9/21/2014
    (4)17,500
    
    
    
    
    
    
    
    3.39
    
    
    
    1/4/2016
    (5)7,500
    
    
    
    22,500
    
    
    
    1.14
    
    
    
    6/11/2018
    (6)Former Executive OfficerDavid Borshell(9)
    
    
    40,000
    
    
    
    
    
    
    
    3.75
    
    
    
    7/2/2010
    (1)52,250
    
    
    
    
    
    
    
    1.75
    
    
    
    10/1/2011
    (2)42,000
    
    
    
    
    
    
    
    1.78
    
    
    
    3/5/2013
    (3)108,000
    
    
    
    
    
    
    
    3.80
    
    
    
    9/21/2014
    (4)60,000
    
    
    
    
    
    
    
    5.00
    
    
    
    9/21/2014
    (4)35,000
    
    
    
    
    
    
    
    3.39
    
    
    
    1/4/2016
    (5)12,498
    
    
    
    
    
    
    
    1.14
    
    
    
    6/11/2018
    (6)
 (1)
    
    Stock options granted on July 3, 2000 that were fully vested on July 3, 2003 (one-seventh
of the grant vested every six months beginning on July 3, 2000).(2)
    
    Stock options granted on October 1, 2001 that were fully vested on October 1, 2004
(one-twelfth of the grant vested every three months beginning on January 2, 2002).(3)
    
    Stock options granted on March 6, 2003 that were fully vested on March 6, 2006 (one-twelfth
of the grant vested every three months beginning on June 6, 2003).(4)
    
    Stock options granted on September 22, 2004 (one-twentieth of the grant vested every three
months beginning on December 22, 2004). Vesting was accelerated on March 29, 2006 for all
unvested options. All options are vested and exercisable, but are subject to a lock-up period
equal to the original vesting schedule. The lock-up period will expire on September 22, 2009,
the date the options would have fully vested.(5)
    
    Stock options granted on January 5, 2006 (one-twentieth of the grant vested every three
months beginning on April 5, 2006). Vesting was accelerated on March 29, 2006 for all
unvested options. All options are vested and exercisable, but are subject to a lock-up period
equal to the original vesting schedule. The lock-up period will expire on January 5, 2011,
the date the options would have fully vested.(6)
    
    Stock options granted on June 12, 2008 (one-twelfth of the grant vested every three months
beginning on September 12, 2008).(7)
    
    Stock options granted on April 21, 2003 (one-third of the grant vested on each of March 31,
2004, 2005, and 2006).(8)
    
    Stock options granted on June 3, 2004 (one-twelfth of the grant vested every three months
beginning on September 3, 2004).(9)
    
    Mr. Borshells vested options expired June 12, 2009, three months after he ceased being an
executive officer and employee of the Company.  11




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Option Exercises and Stock Vested in Fiscal Year 2009
  Director Compensation
   Director Compensation Table for Fiscal Year 2009
  Fees Earned or Paid
    
    
    Option
    
    
    All OtherName
    
    in Cash ($)(1)
    
    
    Awards ($)(2)
    
    
    Compensation ($)
    
    
    Total ($)David Coriat
    
    $
    72,000
    
    
    $
    4,918
    
    
    
    
    
    
    $
    76,918Ira S. Epstein
    
    
    69,000
    
    
    
    4,918
    
    
    
    
    
    
    
    73,918Martin W. Greenwald(3)
    
    
    
    
    
    
    4,918
    
    
    $
    839,143
    
    
    
    844,061Gary Haber
    
    
    70,000
    
    
    
    4,918
    
    
    
    
    
    
    
    74,918M. Trevenen Huxley
    
    
    66,000
    
    
    
    4,918
    
    
    
    
    
    
    
    70,918Robert J. McCloskey
    
    
    66,000
    
    
    
    4,918
    
    
    
    
    
    
    
    70,918
 (1)
    
    Cash compensation for Board and committee meeting attendance and quarterly service fee of
$10,000.(2)
    
    Amount represents the compensation expense we recognized for option awards during fiscal year
2009, before reflecting forfeitures, in accordance with FAS 123R. Refer to Note 13,
Stockholders Equity, in the Notes to Consolidated Financial Statements set forth in our
Annual Report on Form 10-K for fiscal year 2009 for the assumptions used in determining such
amounts. The per share grant date fair value of the option to purchase 10,000 shares granted
in fiscal year 2009, determined in accordance with FAS 123R, was $0.6153.At March 31, 2009, the non-employee directors held outstanding option awards for the
following number of shares: Mr. Coriat, 15,000; Mr. Epstein, 65,000; Mr. Greenwald, 509,500;
Mr. Haber, 35,000; Mr. Huxley, 35,000; and Mr. McCloskey, 40,000. Of Mr. Greenwalds
outstanding options, 499,500 were granted in connection with his previous service as
President and Chief Executive Officer.(3)
    
    Mr. Greenwald, our former President and Chief Executive Officer until his retirement on March
31, 2008, did not receive cash fees for services as a director for fiscal year 2009 in light
of other cash benefits received. Mr. Greenwald received as All Other Compensation the
following benefits: a.
    
    Medical and dental insurance premiums and other payments of $35,082.b.
    
    Term life insurance premium payments of $37,362.c.
    
    Auto allowances paid and other personal auto expenses of $20,778.d.
    
    Salary continuation of $745,921.
  12




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Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
  Percent ofShares of Common Stock
    
    
    CommonName of Beneficial Owner
    
    Beneficially Owned(1)
    
    
    Stock(2)Image Investors Co.(3)
    
    
    6,069,767
    
    
    
    27.77
    %Slaight Communications
Inc. (formerly known as
Standard Broadcasting
Corp. Ltd.)(4)
    
    
    1,542,283
    
    
    
    7.06
    %Martin W. Greenwald(5)
    
    
    1,331,604
    
    
    
    5.95
    %Jeff M. Framer(6)
    
    
    305,363
    
    
    
    1.38
    %Ira S. Epstein(7)
    
    
    82,904
    
    
    
    *Rick Eiberg(8)
    
    
    67,500
    
    
    
    *M. Trevenen Huxley(9)
    
    
    54,904
    
    
    
    *Robert J. McCloskey(10)
    
    
    43,184
    
    
    
    *Gary Haber(11)
    
    
    38,884
    
    
    
    *David Coriat(12)
    
    
    18,184
    
    
    
    *Bill Bromiley(13)
    
    
    13,332
    
    
    
    *David Borshell
    
    
    250
    
    
    
    *All current directors and
executive officers as a
group (9 persons)
    
    
    1,955,859
    
    
    
    8.53
    %
 
 *
    
    Less than 1%.Notes to Beneficial Ownership Table:(1)
    
    Beneficial ownership is determined in accordance with SEC rules. For the number of shares
beneficially owned by and the percentage of ownership reported for each of the More Than 5%
Stockholders, we rely on each such stockholders statements filed with the SEC pursuant to
Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, as described in the
footnotes below. Except as indicated by footnote below, each person named reportedly has sole
voting and investment powers with respect to the common stock beneficially owned by that
person, subject to applicable community property and similar laws. Except as indicated by
footnote below, each owners mailing address is c/o Image Entertainment, Inc., 20525 Nordhoff
Street, Suite 200, Chatsworth, California 91311.(2)
    
    On July 13, 2008, there were 21,855,718 shares of our common stock, $.0001 par value,
outstanding. Common stock not outstanding but which underlies options and rights (including
warrants) vested as of, or vesting within, 60 days after July 13, 2009, is deemed to be
outstanding for the purpose of computing the percentage of the common stock beneficially owned
by each named person (and the directors and executive officers as a group), but is not deemed
to be outstanding for any other purpose.(3)
    
    The mailing address of Image Investors Co. is 21 Main Street  Suite 202, Hackensack, New
Jersey 07601. All of the shares of common stock are held of record by Image Investors Co.
(IIC). Information presented is based on a Schedule 13D/A filed with the SEC on December 4,
2008 by IIC. Pursuant to the filing, the shares of common stock listed in the table as
beneficially owned by IIC may also be deemed to be beneficially owned by John W. Kluge and
Stuart Subotnick by virtue of their being directors, executive officers and the sole
stockholders of IIC. With respect to these shares, Messrs. Kluge and Subotnick share voting
and investment powers.(4)
    
    The mailing address of Slaight Communications Inc. (formerly known as Standard Broadcasting
Corporation Limited) is 2 St. Clair Avenue West, Suite 1102, Toronto, Ontario, Canada M4V 1L6.
All of the shares of common stock are held of record by Slaight Communications Inc.
(Slaight). Information presented is based on a Schedule 13D filed with the SEC on December
19, 2008 by Slaight Communications Inc. Pursuant to the filing, the shares of common stock
listed in the table as beneficially owned by Slaight may also be deemed to be beneficially
owned by Allan Slaight by virtue of Mr. Slaight being the sole director and stockholder of
Slaight. Since 1986, Mr. Coriat has served as Executive Vice President, Chief Financial
Officer and as a director of Slaight.  13




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(5)
    
    Includes vested options to purchase 509,500 shares of common stock and 1,030 shares owned by
MomAnDad, Inc., of which Martin W. Greenwald is a 50% owner.(6)
    
    Includes vested options to purchase 286,582 shares of common stock.(7)
    
    Includes vested options to purchase 65,000 shares of common stock.(8)
    
    Includes vested options to purchase 67,500 shares of common stock.(9)
    
    Includes vested options to purchase 35,000 shares of common stock.(10)
    
    Includes vested options to purchase 40,000 shares of common stock.(11)
    
    Includes vested options to purchase 35,000 shares of common stock.(12)
    
    Includes vested options to purchase 15,000 shares of common stock.(13)
    
    Includes vested options to purchase 13,332 shares of common stock. Change in Control
  Equity Compensation Plan Information
  Number of securities
    
    
    Weighted-average
    
    
    Number of securities remainingto be issued upon
    
    
    exercise price of
    
    
    available for future issuance underexercise of
    
    
    outstanding
    
    
    equity compensation plansoutstanding options,
    
    
    options, warrants
    
    
    (excluding securities referenced inPlan Category
    
    warrants and rights (1)
    
    
    and rights
    
    
    the first column) (2)Equity
compensation plans
approved by security
holders
    
    
    2,326,581
    
    
    $
    3.062
    
    
    
    1,107,430Equity compensation
plans not approved by
security holders:Compensatory
warrants issued to
service providers
(3)
    
    
    1,000,000
    
    
    
    4.250
    
    
    
    Total
    
    
    3,326,581
    
    
$
    3.419
    
    
    
    1,107,430
 Notes to Equity Compensation Plan Information Table:
 (1)
    
    Includes options granted to employees and directors under our 1998 Incentive Plan, 2004
Incentive Compensation Plan and 2008 Stock Awards and Incentive Plan.(2)
    
    Future equity awards may be granted under our 2004 Incentive Compensation Plan or our 2008
Stock Awards and Incentive Plan. Our 1998 Incentive Plan expired on June 30, 2008, and no
further grants may be made under that plan.(3)
    
    In August 2006, we issued a five-year warrant in connection with a convertible debt financing
to an investor to purchase up to 1,000,000 shares at $4.25 per share.  14




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Item 13.
    
    Certain Relationships and Related Transactions, and Director Independence
      15




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Director Independence
   16




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Item 14.
    
    Principal Accountant Fees and Services
  2009
    
    
    2008Audit Fees
    
    $
    291,779
    
    
    $
    362,803Audit-Related Fees
    
    
    
    
    
    
    Tax Fees
    
    
    
    
    
    
    All Other Fees
    
    
    1,000
    
    
    
    7,925Total Fees
    
    $
    292,779
    
    
    $
    370,728
 Audit Fees.
  Audit-Related Fees.
  Tax Fees.
  All Other Fees.
  Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent
Registered Public Accounting Firm.
    17




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PART IV
 
 Item 15.
    
    Exhibits and Financial Statement Schedules
  (c)
    
    Exhibits:
 31.1
    
    Certification of President and Chief Financial Officer pursuant to Section 302(a) of the
Sarbanes-Oxley Act of 2002.
  18




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SIGNATURE
  IMAGE ENTERTAINMENT, INC.
A Delaware corporationDated:  July 29, 2009
    /s/ JEFF M. FRAMERJEFF M. FRAMERPresident and Chief Financial Officer(Principal Executive, Financial and Accounting Officer)  19




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##### Table of Contents



EXHIBIT INDEX
 (c)
    
    Exhibits:
 31.1
    
    Certification of President and Chief Financial Officer pursuant to Section 302(a) of the
Sarbanes-Oxley Act of 2002.