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): February 18, 2010
The
Orchard Enterprises, Inc.
(Exact
Name of Registrant as Specified in its Charter)
Delaware
|
000-51761
|
20-3365526
|
(State
or Other Jurisdiction of Incorporation)
|
(Commission
File
Number)
|
(I.R.S.
Employer Identification No.)
|
23
East 4th
Street
3rd
Floor
New
York, New York
|
10003
|
(Address
of Principal Executive Offices)
|
(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):
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))
|
On
February 22, 2010, The Orchard Enterprises, Inc. announced that the Board of
Directors of The Orchard had elected Bradley Navin as Chief Executive Officer
and a director of The Orchard effective February 18, 2010. Mr.
Navin’s election had been unanimously recommended by the Search Committee of the
Board of Directors. A copy of The Orchard press release dated
February 22, 2010 is filed herewith as Exhibit 99.1 and incorporated herein by
reference.
The terms
of Mr. Navin’s employment with The Orchard remain the same as set forth in the
Amended and Restated Employment Agreement dated February 28, 2008 which was
previously disclosed, except that Mr. Navin’s annual salary will be increased to
$275,000 pursuant to a letter agreement between The Orchard and Mr. Navin
amending the Employment Agreement. In addition, as previously reported in The
Orchard’s Current Report on Form 8-K filed January 14, 2010, Mr. Navin’s target
bonus amount for fiscal year 2010 is $125,000.
Mr.
Navin, 38, has served as Interim Chief Executive Officer of The Orchard since
October 27, 2009 and was the Executive Vice President and General Manager of The
Orchard since April 2008, and prior thereto was Vice President, Global Licensing
& Sales of The Orchard since its acquisition of Orchard Enterprises NY, Inc.
(“Orchard NY”) in November 2007. Prior to November 2007, Mr. Navin
was Vice President of Licensing & Operations for Orchard NY, which he joined
in 2004. From 1999 to 2004, Mr. Navin was VP, Music & Programming at Digital
Club Network, and the Executive Director of the New York Nightlife Association
in 1999. Mr. Navin was an artist manager with Invasion Group
management from 1997 to 1999. Prior to that, Mr. Navin worked for
booking agency Artist & Audience Entertainment from 1995 to
1997. Mr. Navin holds a B.A. degree from Loyola College in
Maryland.
The
description of Mr. Navin’s compensation and employment agreement under the
heading “Compensation of Executive Officers” in the Company’s Proxy Statement
for its 2009 Annual Meeting of Stockholders is incorporated herein by
reference.
Item 9.01 Financial Statements and
Exhibits.
Exhibit
Number
|
|
Description
|
|
|
|
10.1
|
|
Letter
Agreement between The Orchard and Bradley Navin dated February 18,
2010
|
|
|
|
99.1
|
|
Press
Release dated February 22, 2010
|
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: February 22,
2010
|
By:
|
/s/
Nathan Y. Fong |
|
|
|
Name:
Nathan Y. Fong |
|
|
|
Title: Chief
Financial Officer |
|
|
|
|
|
Exhibit
Index
Exhibit
Number
|
|
Description
|
|
|
|
10.1
|
|
Letter
Agreement between The Orchard and Bradley Navin dated February 18,
2010
|
|
|
|
99.1
|
|
Press
Release dated February 22, 2010
|