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) ~~September 19~~ October 3, 2012

IMAGE ENTERTAINMENT, INC.

(Exact name of registrant as specified in its charter)

Delaware		000-11071		84-0685613
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

20525 NORDHOFF STREET, SUITE 200

CHATSWORTH, CALIFORNIA 91311

(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code: (818) 407-9100

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:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~Introductory ~~5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year~~Note

On ~~September~~October 193, 2012, RLJ Entertainment, Inc. (“Holdings”) completed the combination of Image Entertainment, Inc. (the "“Company"”) ~~filed~~and ~~with~~Acorn ~~the~~Media, ~~Secretary~~Inc. of(“Acorn”). The ~~State~~acquisition of the ~~State~~Company ofwas ~~Delaware,~~effected ~~effective~~pursuant ~~upon~~to ~~filing,~~an aAgreement ~~certificate~~and ~~eliminating~~Plan of Merger (the ~~"Certificate~~“Merger Agreement”), dated as of ~~Elimination")~~April ~~from~~2, 2012, by and among Holdings, the Company’s, ~~Certificate~~RLJ ofAcquisition, ~~Incorporation~~Inc. (“RLJ”), asRLJ ~~amended~~Merger Sub I, ~~all~~Inc. ~~matters~~(“RLJ ~~set~~Merger ~~forth~~Sub”) inand ~~that~~RLJ ~~certain~~Merger ~~Certificate~~Sub ofII, ~~Designation~~Inc. (“Image Merger Sub”), under which Image Merger Sub merged with ~~respect~~and tointo the ~~Series~~Company C(the ~~Junior~~“Image ~~Participating~~Merger”) ~~Preferred~~and ~~Stock. A~~RLJ ~~copy~~Merger ofSub merged with and into RLJ (the ~~Certificate~~“RLJ ofMerger”), ~~Elimination~~with isthe ~~attached~~Company ~~hereto~~and RLJ each continuing as ~~Exhibit~~a 3wholly owned subsidiary of Holdings.1 Upon completion of the Image Merger and isthe ~~incorporated~~RLJ ~~herein~~Merger, byRLJ ~~reference~~acquired all of the outstanding stock of Acorn.

~~The~~Item 2.01 Completion ~~Certificate~~ of ~~Incorporation~~Acquisition ~~and~~or ~~Bylaws~~Disposition of ~~the Company as in effect immediately prior to the effective time of the Image Merger became the Certificate of Incorporation and Bylaws of the Company following completion of the Image Merger.~~Assets

~~Item~~On ~~5.07~~October ~~Submission~~3, 2012, the Image Merger was completed in accordance with the terms of ~~Matters~~the toMerger Agreement. The Merger Agreement was duly adopted by the Company’s stockholders at a ~~Vote~~special meeting of ~~Security~~the ~~Holders~~Company’s stockholders held on September 20, 2012.

~~(a) The~~Under the terms of the Merger Agreement, each outstanding share of the Company’s common stock (other than shares of common stock held ain ~~special~~the ~~meeting~~treasury of ~~stockholders~~the onCompany ~~September~~and 20shares owned by Image Merger Sub, ~~2012~~Holdings or any direct or indirect wholly owned subsidiary of Holdings or of the Company (which were cancelled as a result of the ~~“Special~~Image ~~Meeting”~~Merger) and shares with respect to which appraisal rights were properly exercised and not withdrawn) was converted in the Image Merger into the right to receive 0.00972 shares of Holdings common stock. ~~The~~Upon ~~final~~the ~~results~~effective time of ~~voting~~the ~~for~~Image ~~each~~Merger, ~~matter~~holders ~~submitted~~of toCompany acommon ~~vote~~stock ofimmediately ~~stockholders~~prior atto the ~~Special~~effective ~~Meeting~~time ~~are~~ceased ~~set~~to ~~forth~~have ~~below. As~~any ~~disclosed~~rights as stockholders in the Company's ~~Proxy~~(other ~~Statement~~than ~~for~~their right to receive the ~~Special~~merger ~~Meeting~~consideration, ~~each~~or, ~~outstanding~~in ~~share~~the case of ~~the~~shares ~~Company's~~of common stock ~~entitled~~as ~~its~~to ~~holder~~which toappraisal ~~one~~rights ~~vote~~have onbeen ~~each~~properly ~~matter~~exercised ~~voted~~and onnot atwithdrawn, the ~~Special~~rights ~~Meeting~~pursuant to Section 262 of the Delaware General Corporation Law).

In connection with the Image Merger, the holders (bthe "Preferred Holders") of shares of Series B Preferred stock of the Company (the "Preferred Shares") sold all of the Preferred Shares to RLJ. Certain Preferred Holders received only cash in the aggregate amount of $600,000 allocated pro rata among such Preferred Holders. The remaining Preferred Holders received an aggregate $2.2 million in cash, an aggregate $14.8 million in subordinated notes, an aggregate 575,000 shares of common stock of Holdings and an aggregate 150,000 warrants to purchase shares of Holdings common stock.

1Item 3.03 Material ToModification ~~approve~~to ~~and~~Rights ~~adopt the Agreement and Plan~~ of ~~Merger,~~Security ~~dated as of April 2, 2012, between the Company and RLJ Acquisition, Inc.~~Holders

For	Against	Abstain	Broker Non-Votes
238,964,497	3,085,421	4,974	0

The disclosure under Item 2.01 above is incorporated into this Item 3.03 by reference.

2Item 5.01 Changes Toin ~~approve~~Control ~~and adopt the 2012 Incentive Compensation Plan~~ of ~~RLJ Entertainment, Inc.~~Registrant

For	Against	Abstain	Broker Non-Votes
238,784,130	3,224,778	45,984	0

As a result of the Image Merger, a change of control of the Company occurred and the Company became a wholly owned subsidiary of Holdings. In exchange for all of the common stock of the Company outstanding immediately prior to the effective time of the Image Merger, the Company's stockholders received aggregate merger consideration in the amount of 2,139,000 shares of common stock of Holdings. In addition, holders of the Company’s Series B Preferred received, as a portion of the consideration paid for the Preferred Shares, an aggregate 575,000 shares of common stock and warrants to purchase 150,000 shares of common stock of Holdings. The former stockholders of RLJ hold approximately 68% of the outstanding common stock of Holdings, with approximately 25% of the outstanding common stock of Holdings being held by RLJ SPAC Acquisition, LLC, RLJ's sponsor. The former stockholders of the Company and Acorn own approximately 20% and 12%, respectively, of the outstanding common stock of Holdings.

3.The Todisclosure ~~approve~~under onItem 2.01 aabove ~~non-binding,~~is ~~advisory~~incorporated ~~basis,~~into ~~the~~this ~~merger-related~~Item 5.01 ~~compensation~~by ~~arrangements of the Company’s named executive officers~~reference.

For	Against	Abstain	Broker Non-Votes
290,354,916	1,497,191	202,785	0

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Item~~As 7a result of the Image Merger, the following directors of the Company resigned from their directorships of the Company and any committees of which they were a member, as of the effective time of the Merger: Patrick M.01 ~~Regulation~~Collins, FDMarshall ~~Disclosure~~A. Heinberg and Mary J. George. These resignations were not a result of any disagreements between the Company and the directors on any matter relating to the Company’s operations, policies or practices. Upon completion of the Merger, the size of the Company's board was reduced from five to three, and Miguel Penella, the former Chief Executive Officer of Acorn, was appointed to fill the vacancy on the Company's Board of Directors. In addition to Mr. Penella, Theodore S. Green and John W. Hyde will continue to serve as directors of the Company.

On September 20, 2012, the Company issued a press release announcing the voting results of the special meeting of stockholders held on September 20, 2012. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
3.1	Certificate of Elimination with respect to Series C Junior Participating Preferred Stock of Image Entertainment, Inc.
99.1	Press Release of Image Entertainment, Inc. dated September 20, 2012.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	IMAGE ENTERTAINMENT, INC.
	By:	/s/ ~~Theodore~~John SP. ~~Green~~Avagliano
Date: September 20, 2012		Theodore S. Green
Date: October 3, 2012		John P. Avagliano
		Chief Executive Officer
		Chief Operating Officer and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
3.1	Certificate of Elimination with respect to Series C Junior Participating Preferred Stock of Image Entertainment, Inc.
99.1	Press Release of Image Entertainment, Inc. dated September 20, 2012.

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