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~~July 2912, 2012

LBI MEDIA HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

333-110122		05-0584918
(Commission File Number)		(IRS Employer Identification No.)
1845 West Empire Avenue Burbank, California		91504
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (818) 563-5722

Not applicable

(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):

¨	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 51.~~02.~~01 ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Principal~~Definitive ~~Officers;~~Agreement. ~~Election of Directors; Appointment of Principal Officers~~

On July 113, 2012, the Boards of Directors (the “Boards”) of each of Liberman Broadcasting, Inc. (“Liberman Broadcasting”) ~~and its subsidiaries~~, ~~including~~ LBI Media Holdings, Inc. (“Holdings”) and LBI Media, Inc. (~~collectively~~“Media”, and together with Liberman Broadcasting and Holdings, the “~~Company~~Liberman Entities”), ~~appointed~~approved ~~Blima~~forms ~~Tuller~~of ~~Chief~~indemnification ~~Financial~~agreements ~~Officer~~(the “Indemnification ofAgreement”) and respectively authorized each Liberman Entity to enter into the ~~Company,~~applicable ~~effective~~Indemnification ~~immediately.~~Agreement ~~Frederic~~with ~~T. Boyer,~~each of the ~~Company~~entities’s ~~former~~respective ~~Chief~~current ~~Financial~~and ~~Officer~~future directors and executive officers (each, ~~resigned~~an “Indemnitee”). ~~from~~Each of the ~~Company~~Boards ondetermined ~~June 29,~~that ~~2012~~such Indemnification Agreements are necessary to ~~pursue~~attract ~~other~~and ~~opportunities~~retain qualified directors and officers to serve the best interest of the applicable Liberman Entity and its respective stockholders.

~~Before~~Under ~~joining~~ the ~~Company,~~Indemnification ~~Ms. Tuller~~Agreements, ~~age~~and ~~33,~~subject ~~was~~to atthe ~~MRV~~terms ~~Communications~~and ~~Inc.,~~conditions aset ~~publicly~~forth ~~traded~~therein, ~~technology~~each Indemnitee ~~company~~is, ~~where~~subject ~~she~~to ~~served~~certain ~~as Vice President~~exceptions, ~~Finance~~entitled ~~from 2009~~ to ~~2011~~be ~~and~~indemnified asagainst ~~Director~~all ~~of Finance~~reasonable ~~from~~fees, ~~2008~~costs toand ~~2009.~~expenses, ~~At MRV Communications Inc.~~judgments, ~~Ms. Tuller~~fines ~~was~~and ~~responsible~~amounts ~~for~~paid ~~accounting,~~in ~~finance~~settlement, ~~internal~~actually ~~controls,~~ and ~~SEC~~reasonably ~~reporting.~~incurred ~~From~~by ~~2006~~or toon ~~2008,~~behalf ~~Ms. Tuller~~of ~~served~~such asIndemnitee ~~Vice~~in connection ~~President~~with ofany ~~Finance~~claims, ~~and~~proceedings ~~Chief~~or ~~Accounting~~other ~~Officer of~~actions ~~QPC~~brought ~~Lasers,~~against ~~Inc.,~~the aIndemnitee ~~start-up~~as ~~manufacturer~~a ~~and~~result ~~distributor~~ of ~~semiconductor~~such ~~lasers,~~Indemnitee’s ~~where~~service ~~she~~to ~~was~~the ~~responsible~~applicable ~~for~~Liberman ~~public~~Entity ~~company~~to ~~financial~~the ~~reporting~~fullest ~~and~~extent ~~Sarbanes-Oxley~~permitted ~~compliance.~~by ~~Prior~~applicable tolaw. ~~joining QPC Lasers~~Additionally, ~~Inc.,~~the Indemnification ~~Ms. Tuller~~Agreements ~~was~~also ~~Vice President~~entitle ofeach ~~Finance~~Indemnitee ofto ~~Ameripath,~~the ~~Inc.’s~~advancement ~~Esoteric~~by ~~Division,~~the anapplicable ~~anatomic~~Liberman ~~pathology~~Entity ~~laboratory~~of ~~and~~expenses ~~esoteric~~incurred ~~testing~~by ~~services~~such ~~provider,~~Indemnitee ~~and~~in ~~served~~connection aswith ~~Director~~any ofclaim, ~~Finance~~proceeding ~~and~~or ~~Director~~other ofaction ~~Internal~~in ~~Audit~~advance of ~~Specialty~~the ~~Laboratories,~~final aadjudication ~~clinical~~of any ~~reference~~such ~~laboratory~~claim, ~~acquired~~proceeding byor ~~Ameripath,~~other ~~Inc.~~action, ~~from~~provided ~~2003~~that, toif ~~2006.~~required ~~From~~by ~~1998~~applicable tocorporate ~~2003~~laws, ~~Ms. Tuller~~the ~~held~~Indemnitee aagrees ~~variety~~to ofreimburse ~~positions~~the atapplicable ~~the~~Liberman ~~public~~Entity ~~accounting~~for ~~firms~~all ofsuch ~~Arthur~~advances ~~Andersen~~if ~~LLP~~it ~~and~~shall ~~KPMG~~ultimately ~~LLP.~~be ~~Ms. Tuller~~determined ~~holds~~that athe ~~Bachelor~~Indemnitee ofis ~~Business~~not ~~Administration~~entitled into ~~Accounting from Cleveland State University~~indemnification.

InThe ~~connection~~foregoing ~~with~~description ~~Ms. Tuller’s~~of ~~appointment,~~the ~~Holdings entered~~Indemnification ~~into~~Agreements anis ~~employment~~qualified ~~agreement~~by ~~with~~reference ~~Ms. Tuller~~to onthe full ~~July 1,~~text ~~2012~~of (the ~~“Agreement”)~~forms of Indemnification Agreements, which agreements are attached as Exhibit 10.1 ~~The~~and ~~material~~Exhibit ~~terms~~10.2 ofto ~~the~~this ~~Agreement~~Report ~~are~~on ~~summarized~~Form ~~below~~8-K.

~~Term~~Item 5.02 ~~The~~Departure ~~initial term~~ of ~~the~~Directors ~~Agreement~~or ~~commenced~~Certain onOfficers; ~~July 1,~~Election ~~2012~~of ~~and~~Directors; ~~ends~~Appointment ~~on June 30, 2013. Holdings has irrevocable options to extend the Agreement beyond its initial term for three (3) additional periods~~ of ~~one~~Certain ~~(1) year~~Officers; ~~under~~Compensatory ~~the~~Arrangements ~~same terms and conditions, the first such period to commence on July 1, 2013. Holdings has agreed to give written notice to Ms. Tuller at least thirty (30) days prior to the expiration~~ of ~~the~~Certain ~~initial term or any extended term if it does not intend to extend the Agreement~~Officers.

~~Base~~On ~~Salary. Ms.~~July ~~Tuller~~12, ~~will~~2012, ~~receive~~Bruce anA. ~~annual~~Karsh ~~salary~~submitted a letter of ~~$275,000~~resignation ~~per~~to ~~year~~Liberman Broadcasting resigning as a member of the Board of each Liberman Entity, ~~less~~effective ~~taxes~~as ~~and~~of ~~required~~the ~~withholdings~~same date. ~~The~~Mr. Karsh ~~annual~~had ~~rate~~been designated as a member of ~~salary~~the ~~shall~~Boards ~~increase~~of the Liberman Entities by ~~three~~investment ~~percent~~funds managed by affiliates of Oaktree Capital Management, L.P. (3%“Oaktree”). Mr. onKarsh ~~July 1,~~resigned ~~2013~~from ~~and~~the ~~each~~Boards ~~July 1~~of ~~thereafter~~the ifLiberman Entities as a result of Oaktree’s equity ownership and anticipated involvement in the Tribune Company ~~does~~(“Tribune”) following Tribune’s expected emergence from bankruptcy ~~not~~reorganization ~~send~~and ~~written~~related ~~notice~~Federal toCommunications MsCommission regulations. Mr. ~~Tuller~~Karsh’s ~~that~~resignation itwas ~~does~~ not ~~intend~~the result of any dispute or disagreement with the Liberman Entities or any of their respective Boards on any matter relating to ~~extend~~the operations, policies or practices of the ~~Agreement~~companies.

~~Discretionary~~In ~~Bonus.~~connection ~~If Ms~~with Mr. ~~Tuller~~Karsh’s ~~has remained in the position of Chief Financial Officer until December 31~~resignation, ~~2013~~Oaktree ~~(or December 31 of any calendar year corresponding to an extended term)~~ and ~~Holdings~~the Company ~~determines~~have inacknowledged ~~its~~that ~~sole~~Oaktree ~~and~~no ~~absolute~~longer ~~discretion that Ms. Tuller~~ has ~~performed all material obligations under~~ the ~~Agreement,~~right ~~then Holdings may, without any obligation~~ to dodesignate ~~so, pay~~ a ~~discretionary~~member ~~bonus for such calendar year~~ of ~~up to $37,500, less taxes and required withholdings. If Ms. Tuller has remained in~~ the ~~position~~Board of ~~Chief~~Liberman ~~Financial~~Broadcasting ~~Officer until December 31, 2013 (~~or ~~December 31~~its ofsubsidiaries. ~~any calendar year corresponding to an extended~~

term) and Holdings has achieved EBITDA goals established by Holdings in its sole discretion for such calendar year, then Holdings may, without any obligation to do so, pay a discretionary bonus for such calendar year of up to $37,500, less taxes and required withholdingsItem 9. ~~In addition, if Ms~~01. ~~Tuller~~ ~~has remained in the position of Chief~~ Financial ~~Officer~~Statements ~~(a) until December 31, 2012~~ and (b) from January 1, 2016 through June 30, 2016, then Holdings may, without any obligation to do so, pay a discretionary bonus for each such period in an amount that the Company may choose in its sole discretionExhibits.

Stock Incentive Plan. Liberman Broadcasting may grant Ms. Tuller an option to purchase shares of Liberman Broadcasting’s Class A common stock representing, on a fully diluted basis as of the date of the grant, a maximum of four tenths of one percent (~~0.4%~~d) ~~of the outstanding shares of Liberman Broadcasting’s common stock~~Exhibits. If the Agreement is extended and Ms. Tuller has remained in the position of Chief Financial Officer and performed all material obligations under the Agreement, the option shall vest and become exercisable in four equal annual installments of one tenth of one percent (0.1%) on June 30 of each calendar year during the term of the Agreement, commencing on June 30, 2013. Such option and any grant will be subject to the terms and conditions generally applicable to option grants under Liberman Broadcasting’s Stock Incentive Plan.

Payments on Termination. If Ms. Tullers’s employment is terminated for “cause,” as defined in the Agreement, or as a result of disability or death, Ms. Tuller will be entitled to salary and bonuses previously earned and vested and any unreimbursed expenses at the time of such termination. However, if Holdings terminates the Agreement because of Ms. Tuller’s willful refusal to comply with the reasonable requests of the Chief Operating Officer or President, Holdings may, in its sole discretion, pay Ms. Tuller a severance payment in an amount equal to sixty (60) days of Ms. Tuller’s then current salary, less taxes and withholdings, which amount currently equals $45,833, less taxes and withholdings.


Exhibit No.		Description

10.1		Form of Indemnification Agreement.

10.2		Form of Indemnification Agreement (Terence M. O’Toole).

If Ms. Tuller’s employment is terminated without “cause,” Ms. Tuller will be entitled to salary and bonuses previously earned and vested and any unreimbursed expenses at the time of such termination plus (a) if such termination occurs after six (6) months of employment, an amount equal to six (6) months of Ms. Tuller’s current salary, which equals $137,500, (b) if such termination occurs after nine (9) months of employment, an amount equal to nine (9) months of Ms. Tuller’s current salary, which equals $206,250, or (c) if such termination occurs after one (1) year of employment, an amount equal to one (1) year of Ms. Tuller’s then current salary. In addition, Ms. Tuller would be entitled to exercise any options that have vested at the time of termination during the periods and in accordance with the terms of Liberman Broadcasting’s option plan.

The foregoing description of Ms. Tuller’s terms of employment is qualified in its entirety by reference to the complete copy of the employment agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The was no arrangement or understanding between Ms. Tuller and any other person pursuant to which Ms. Tuller was appointed Chief Financial Officer of the Company. There are no family relationships between Ms. Tuller and any director or executive officer of the Company, and Ms. Tuller has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

10.1 Employment Agreement, dated as of July 1, 2012, by and between LBI Media Holdings, Inc. and Blima Tuller.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, LBI Media Holdings, Inc. has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized, in the City of Burbank, State of California, on July 613, 2012.

LBI MEDIA HOLDINGS, INC. By: /s/ ~~Lenard~~Blima D.Tuller ~~Liberman~~Blima ~~Lenard~~Tuller ~~D. Liberman~~ Chief ~~Executive~~Financial Officer~~, President and Secretary~~

1845 West Empire Avenue Burbank, California

(Address of principal executive offices)

(Zip Code)

Filing Compare · LBI MEDIA HOLDINGS INC