Edci Holdings, Inc. – ‘8-K’ for 11/3/06 – EX-99

On:  Tuesday, 11/7/06, at 9:19am ET   ·   For:  11/3/06   ·   Accession #:  1116679-6-2556   ·   File #:  0-15761

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         5     18K 
 2: EX-10       Material Contract -- ex10-1                            4     17K 
 3: EX-99       Miscellaneous Exhibit -- ex99-1                        2     13K 

EX-99   —   Miscellaneous Exhibit — ex99-1

EX-99
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                                                                    Exhibit 99.1

                                                               [GRAPHIC OMITTED]

Contact: Brainerd Communicators, Inc.                                           
Jennifer Gery (media)                                                           
Mike Smargiassi/Ashley Zandy (investors)                                        
212.986.6667                                                                    
investor.relations@glenayre.com                                                 

 GLENAYRE TECHNOLOGIES PROPOSES NAME CHANGE TO
ENTERTAINMENT DISTRIBUTION COMPANY

- Clarke Bailey to Serve as Chairman Non-Executive -
 - Jim Caparro Appointed to President, Chief Executive Officer and
 Elected as Director -

NEW YORK - November 7, 2006 - Glenayre  Technologies,  Inc. (Nasdaq:  GEMS) (the
"Company"),  a global provider of  entertainment  products and services  through
Entertainment  Distribution Company, LLC ("EDC") and messaging solutions through
Glenayre Messaging, announced today its intent to present a proposal at the 2007
annual  meeting  of   stockholders   to  change  the  name  of  the  Company  to
Entertainment  Distribution  Company.  The  Messaging  business will continue to
operate as Glenayre Messaging.                                                  

As part of the Company's longer-term strategy to separate the Messaging business
and focus on the EDC business, the Company also announced the appointment of Jim
Caparro,  the current president and chief executive officer of EDC, to president
and chief executive  officer of the Company.  Mr. Caparro will continue to serve
as president and chief  executive  officer of EDC. In addition,  Mr. Caparro has
been  elected as a Class III  director  of the  Company to serve on the board of
directors of the Company until the 2008 annual meeting of stockholders and until
any successor has been elected and qualified.  In connection with Mr.  Caparro's
appointment to such positions, Clarke Bailey has resigned as the Company's chief
executive  officer and will return to the position of non-executive  chairman of
the Company's  board of directors.  Mr. Bailey's  resignation and Mr.  Caparro's
appointment  are  effective  November  10,  2006.  In  addition,  Debbie  Ziola,
Glenayre's  chief financial  officer,  has expressed her desire to retire by the
end of the year. As such,  the company has engaged an executive  search firm and
is currently reviewing a number of candidates.                                  

"These steps  demonstrate our commitment to transitioning  our core strategy and
long-term  focus to EDC,"  said  Chairman  and Chief  Executive  Officer  Clarke
Bailey. "The appointment of Jim Caparro allows us to better align our management
structure  as we  continue  to build and  expand  our EDC  business.  Jim has an
impressive  track  record of success and is an industry  expert,  making him the
ideal  candidate  to lead  our  company  into  its  next  stage.  As  previously
announced,  we have retained Jefferies Broadview to assist us with our strategic
initiatives  for our  Messaging  business.  In connection  with these  strategic
initiatives,  we  are  currently  evaluating  potential  opportunities  for  the
Messaging business.  We are in advanced discussions with several parties, all of
which would make a great home for Messaging."                                   

-continued- 

EX-99
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The Company  cautions there can be no assurance that the Company will be able to
consummate a transaction  involving the Messaging business on terms favorable to
the Company or at all.                                                          

 ###
About Glenayre Technologies                                                     
Comprised of two divisions,  Glenayre  Technologies  (NASDAQ:  GEMS) is a global
provider of entertainment  products through Entertainment  Distribution Company,
LLC (EDC) and  messaging  solutions  through the  Glenayre  Messaging  business.
Entertainment  Distribution  Company is the  largest  provider  of  pre-recorded
entertainment  products,  including CDs and DVDs, for Universal Music Group, the
world leader in music sales. Headquartered in New York, EDC's operations include
manufacturing  and  distribution  facilities  throughout  North  America  and in
Hanover,  Germany, and a manufacturing facility in Blackburn,  UK. Headquartered
in Atlanta,  Glenayre Messaging is an international  supplier of next-generation
messaging solutions and enhanced services for wireless and wireline carriers and
MSO/cable  companies.  Glenayre  Messaging provides solutions for voice, fax and
e-mail messaging,  including voice mail, video mail, multimedia messaging (MMS),
and  short  message   service  (SMS).   For  more   information,   please  visit
www.glenayre.com.                                                               

Safe Harbor Statement                                                           
This news release  contains  statements that may be  forward-looking  within the
meaning of applicable  securities  laws. The statements may include  projections
regarding future revenues and earnings results, and are based upon the Company's
current forecasts,  expectations and assumptions,  which are subject to a number
of risks and  uncertainties  that could cause the actual outcomes and results to
differ materially.  Some of these results and uncertainties are discussed in the
Company's  most recently filed Annual Report on Form 10-K and the Company's most
recently filed Quarterly Report on Form 10-Q. These factors include, but are not
limited to potential intellectual property infringement claims; internal control
deficiencies;  litigation;  potential  acquisitions  and strategic  investments;
environmental laws and regulations; ability to attract and retain key personnel;
volatility of stock price;  competition;  variability  of quarterly  results and
dependence  on key  customers;  international  business  risks;  sensitivity  to
economic  trends and consumer  preferences;  increased costs or shortages of raw
materials or energy;  advances in  technology  and changes in customer  demands;
development  of  digital   distribution   alternatives   including  copying  and
distribution of music and video files; continuation and expansion of third-party
agreements;  proprietary technology; potential changes in government regulation;
potential   market  changes   resulting  from  rapid   technological   advances;
restructuring activities;  variability in production levels; and compliance with
Senior Secured Credit Facility  covenants.  The Company assumes no obligation to
update any forward-looking  statements and does not intend to do so except where
legally required.                                                               

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		11/10/06		1
Filed on:		11/7/06		1					8-K
For Period End:		11/3/06
									List all Filings