OUTD / Outdoor Channel Holdings Inc - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

- FORM 15

FORM 15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 000-17287 Outdoor Channel Holdings, Inc. (Exact name of registrant a

AMENDED AND RESTATED OUTDOOR CHANNEL HOLDINGS, INC. OUTDOOR CHANNEL HOLDINGS, INC. (the “Corporation”) ARTICLE I

EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF OUTDOOR CHANNEL HOLDINGS, INC. OUTDOOR CHANNEL HOLDINGS, INC. (the “Corporation”) BY-LAWS ARTICLE I OFFICES SECTION 1.1 The registered office of the Corporation shall be the office in Delaware of the Corporation’s agent for service of process. SECTION 1.2 The Corporation may also have offices at such other places both within and without the State

- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

Post-Effective Amendment No. 1 to Form S-8 As filed with the Securities and Exchange Commission on May 17, 2013 Registration No. 333-120416 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 OUTDOOR CHANNEL HOLDINGS, INC. (Exact name of Registrant as specified in its charter) Delaware 33-00744

- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

Post-Effective Amendment No. 1 to Form S-8 As filed with the Securities and Exchange Commission on May 17, 2013 Registration No. 333-120417 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 OUTDOOR CHANNEL HOLDINGS, INC. (Exact name of Registrant as specified in its charter) Delaware 33-00744

- POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8

Post-Effective Amendment No. 2 to Form S-8 As filed with the Securities and Exchange Commission on May 17, 2013 Registration No. 333-113274 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 OUTDOOR CHANNEL HOLDINGS, INC. (Exact name of Registrant as specified in its charter) Delaware 33-00744

- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

Post-Effective Amendment No. 1 to Form S-8 As filed with the Securities and Exchange Commission on May 17, 2013 Registration No. 333-120416 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 OUTDOOR CHANNEL HOLDINGS, INC. (Exact name of Registrant as specified in its charter) Delaware 33-00744

Regulation FD Disclosure, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Submission of Matters to a Vote of Security Holders - FORM 8-K

Form 8-K 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): May 16, 2013 Outdoor Channel Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 000-17287 33-0074499 (State of incorporation) (Commission file num

- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

Post-Effective Amendment No. 1 to Form S-8 As filed with the Securities and Exchange Commission on May 17, 2013 Registration No. 333-120417 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 OUTDOOR CHANNEL HOLDINGS, INC. (Exact name of Registrant as specified in its charter) Delaware 33-00744

Kroenke Sports & Entertainment, LLC Completes Acquisition of Outdoor Channel Holdings, Inc.

Exhibit 99.1 May 17, 2013 Contact: Brainerd Phone: 212-986-6667 Kroenke Sports & Entertainment, LLC Completes Acquisition of Outdoor Channel Holdings, Inc. DENVER, COLORADO – May 17, 2013 – Kroenke Sports & Entertainment, LLC (“KSE”) today announced that it has completed the previously-announced acquisition of Outdoor Channel Holdings, Inc. (NASDAQ: OUTD) (“Outdoor Channel”) for $10.25 per share i

- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

Post-Effective Amendment No. 1 to Form S-8 As filed with the Securities and Exchange Commission on May 17, 2013 Registration No. 333-120414 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 OUTDOOR CHANNEL HOLDINGS, INC. (Exact name of Registrant as specified in its charter) Delaware 33-00744

- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

Post-Effective Amendment No. 1 to Form S-8 As filed with the Securities and Exchange Commission on May 17, 2013 Registration No. 333-120418 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 OUTDOOR CHANNEL HOLDINGS, INC. (Exact name of Registrant as specified in its charter) Delaware 33-00744

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OUTDOOR CHANNEL HOLDINGS, INC. ARTICLE 1.

EX-3.1 2 d540683dex31.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF OUTDOOR CHANNEL HOLDINGS, INC. ARTICLE 1. The name of the corporation is Outdoor Channel Holdings, Inc. (the “Corporation”). ARTICLE 2. The address of the Corporation’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, 1980

- POS AM

As filed with the Securities and Exchange Commission on May 16, 2013 Registration No.

Other Events - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 13, 2013 OUTDOOR CHANNEL HOLDINGS, INC.

- FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 13, 2013 OUTDOOR CHANNEL HOLDINGS, INC.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) May 10, 2013 Outdoor Channel Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 000-17287 33-0074499 (State or other jurisdiction of incorporation) (Commiss

AMENDMENT TO REVOLVING CREDIT AGREEMENT AND NOTE

EX-10.3 Exhibit 10.3 AMENDMENT TO REVOLVING CREDIT AGREEMENT AND NOTE This AMENDMENT TO REVOLVING CREDIT AGREEMENT AND NOTE (this “Amendment”) is made as of May 8, 2013, by and between OUTDOOR CHANNEL HOLDINGS, INC., a Delaware corporation (“Borrower”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“Bank”) with reference to the following facts: RECITALS A. Pursuant to a Revolv

Outdoor Channel Holdings Reports First Quarter 2013 Results

EX-99 2 newsrelease.htm PRESS RELEASE EXHIBIT 99.1 Outdoor Channel Holdings Reports First Quarter 2013 Results Consolidated Revenues Rise 18%; Consolidated Adjusted EBITDA Declines on Continued Programming and Promotion Focus TEMECULA, Calif., May 10, 2013 (GLOBE NEWSWIRE) - Outdoor Channel Holdings, Inc. (Nasdaq:OUTD) today reported its operating results for the first quarter ended March 31, 2013

Quarterly Report - FORM 10-Q

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

- DEFINITIVE ADDITIONAL MATERIALS

Definitive Additional Materials UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER

EX-2.1 2 d536065dex21.htm EX-2.1 Exhibit 2.1 AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER THIS AMENDMENT NO. 2 (this “Amendment No. 2”), dated as of May , 2013, to the Agreement and Plan of Merger, dated as of March 13, 2013, as amended (the “Merger Agreement”), is made by and among Kroenke Sports & Entertainment, LLC, a Delaware limited liability company (“Parent”), KSE Merger Sub, Inc., a Del

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 8, 2013 OUTDOOR CHANNEL HOLDINGS, INC.

AMENDMENT NO. 1 TO SUPPORT AGREEMENT

EX-99.1 3 d536065dex991.htm EX-99.1 Exhibit 99.1 AMENDMENT NO. 1 TO SUPPORT AGREEMENT This AMENDMENT NO. 1 (this “Amendment No. 1”), dated as of May , 2013, to the Support Agreement, dated as of March 13, 2013 (the “Agreement”), is made by and among the individuals listed on Schedule I of the Agreement (collectively, the “Supporting Parties”) and Kroenke Sports & Entertainment, LLC, a Delaware lim

OUTDOOR CHANNEL AGREES TO INCREASE TO $10.25 PER SHARE IN TRANSACTION WITH KROENKE SPORTS & ENTERTAINMENT

EX-99.2 Exhibit 99.2 OUTDOOR CHANNEL AGREES TO INCREASE TO $10.25 PER SHARE IN TRANSACTION WITH KROENKE SPORTS & ENTERTAINMENT TEMECULA, Calif.—May 8, 2013—Outdoor Channel Holdings, Inc. (NASDAQ: OUTD) (the “Company” or “Outdoor Channel”) today announced that it entered into a second amendment to its merger agreement dated March 13, 2013 with Kroenke Sports & Entertainment, LLC (“KSE”), which was

- DEFINITIVE ADDITIONAL MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

- DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Pro

OUTDOOR CHANNEL AGREES TO INCREASED PRICE IN TRANSACTION WITH KROENKE SPORTS & ENTERTAINMENT

Exhibit 99.1 OUTDOOR CHANNEL AGREES TO INCREASED PRICE IN TRANSACTION WITH KROENKE SPORTS & ENTERTAINMENT TEMECULA, Calif.—May 2, 2013—Outdoor Channel Holdings, Inc. (NASDAQ: OUTD) (the “Company” or “Outdoor Channel”) today announced that it entered into an amendment to its merger agreement dated March 13, 2013 with Kroenke Sports & Entertainment, LLC (“KSE”). Under the terms of the amended merger

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER

EX-2.1 Exhibit 2.1 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER THIS AMENDMENT NO.1 (this “Amendment No. 1”), dated as of May 2, 2013, to the Agreement and Plan of Merger, dated as of March 13, 2013 (the “Merger Agreement”), is made by and among Kroenke Sports & Entertainment, LLC, a Delaware limited liability company (“Parent”), KSE Merger Sub, Inc., a Delaware corporation and a direct wholly-

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 2, 2013 OUTDOOR CHANNEL HOLDINGS, INC.

- DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Pro

Annual Report - FORM 10-K/A

Form 10-K/A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

- DEFM14A

DEFM14A 1 d505077ddefm14a.htm DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as

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Correspondence with the SEC April 8, 2013 Via EDGAR and Overnight Delivery U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Larry Spirgel, Assistant Director Jonathan Groff, Staff Attorney Re: Outdoor Channel Holdings, Inc. Preliminary Proxy Statement filed on Schedule 14A Filed on March 21, 2013 File No. 000-17287 Ladies an

- REVISED PRELIMINARY PROXY STATEMENT

Revised Preliminary Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

JOINT FILING AGREEMENT

EXHIBIT 2 JOINT FILING AGREEMENT THIS AGREEMENT is dated as of March 26, 2013, by and among Perry T.

OUTD / Outdoor Channel Holdings Inc / MASSIE THOMAS HENRY - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No. 5 Outdoor Channel Holdings, Inc. (Name of Issuer) Common Stock, par value of US$0.001 per share (Title of Class of Securities) 690027107 (CUSIP Number) Perry T. Massie c/o Outdoor Channel Holdings, Inc. 43455 Business Park Drive, Temecula, California

SUPPORT AGREEMENT

Exhibit 1 SUPPORT AGREEMENT This SUPPORT AGREEMENT, dated as of March 13, 2013 (this “Agreement”), by and among the individuals listed on Schedule I hereto (collectively, the “Supporting Parties”) and Kroenke Sports & Entertainment, LLC, a Delaware limited liability company (“Parent”, and together with the Supporting Parties, the “Parties”).

- PRELIMINARY PROXY STATEMENT

Preliminary Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Outdoor Channel Holdings Reports Fourth Quarter and Full Year 2012 Results

EX-99 2 newsrelease.htm PRESS RELEASE EXHIBIT 99.1 Outdoor Channel Holdings Reports Fourth Quarter and Full Year 2012 Results Fourth Quarter Revenues Rise 8%; Consolidated Adjusted EBITDA Declines on Promotion Focus TEMECULA, Calif., March 18, 2013 (GLOBE NEWSWIRE) - Outdoor Channel Holdings, Inc. (Nasdaq:OUTD) today reported its operating results for the fourth quarter and full year ended Decembe

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K FILING DOCUMENT

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) March 18, 2013 Outdoor Channel Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 000-17287 33-0074499 (State or other jurisdiction of incorporation) (Commi

Outdoor Channel Holdings, Inc. Listing of Subsidiaries

EX-21.1 2 d444111dex211.htm EX-21.1 Exhibit 21.1 Outdoor Channel Holdings, Inc. Listing of Subsidiaries Details of the consolidated subsidiaries at December 31, 2012 are as follows: Name State of Incorporation/ Organization Percent Held 43455 BPD, LLC California 100% OC Corporation California 100% Winnercomm, Inc. Delaware 100% The Outdoor Channel, Inc. Nevada 100% (held by OC Corporation) SkyCam,

Annual Report - 10-K

10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Other Events - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): March 13, 2013 OUTDOOR CHANNEL HOLDINGS, INC.

AGREEMENT AND PLAN OF MERGER BY AND AMONG KROENKE SPORTS & ENTERTAINMENT, LLC, KSE MERGER SUB, INC. OUTDOOR CHANNEL HOLDINGS, INC. DATED AS OF MARCH 13, 2013 TABLE OF CONTENTS ARTICLE I THE MERGER 2 Section 1.1. The Merger 2 Section 1.2. Closing 2 Se

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER BY AND AMONG KROENKE SPORTS & ENTERTAINMENT, LLC, KSE MERGER SUB, INC. AND OUTDOOR CHANNEL HOLDINGS, INC. DATED AS OF MARCH 13, 2013 TABLE OF CONTENTS ARTICLE I THE MERGER 2 Section 1.1. The Merger 2 Section 1.2. Closing 2 Section 1.3. Organizational Documents 2 Section 1.4. Board Composition; Officers 2 ARTICLE II EFFECTS OF THE MERGERS ON THE CAPITAL STOC

FORM OF SUPPORT AGREEMENT

Exhibit 99.1 FORM OF SUPPORT AGREEMENT This SUPPORT AGREEMENT, dated as of March 13, 2013 (this “Agreement”), by and among the individuals listed on Schedule I hereto (collectively, the “Supporting Parties”) and Kroenke Sports & Entertainment, LLC, a Delaware limited liability company (“Parent”, and together with the Supporting Parties, the “Parties”). WHEREAS, as of the date hereof, each Supporti

Outdoor Channel Agrees to be Acquired by Kroenke Sports & Entertainment

Exhibit 99.2 Outdoor Channel Agrees to be Acquired by Kroenke Sports & Entertainment TEMECULA, Calif., March 12, 2013 (GLOBE NEWSWIRE)—Outdoor Channel Holdings, Inc. (Nasdaq:OUTD) (the “Company” or “Outdoor Channel”) today announced that it entered into a definitive merger agreement (the “KSE Agreement”) with Kroenke Sports & Entertainment, LLC (“KSE”) pursuant to which KSE will acquire all of the

AGREEMENT AND PLAN OF MERGER BY AND AMONG KROENKE SPORTS & ENTERTAINMENT, LLC, KSE MERGER SUB, INC. OUTDOOR CHANNEL HOLDINGS, INC. DATED AS OF MARCH 13, 2013 TABLE OF CONTENTS ARTICLE I THE MERGER 2 Section 1.1. The Merger 2 Section 1.2. Closing 2 Se

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER BY AND AMONG KROENKE SPORTS & ENTERTAINMENT, LLC, KSE MERGER SUB, INC. AND OUTDOOR CHANNEL HOLDINGS, INC. DATED AS OF MARCH 13, 2013 TABLE OF CONTENTS ARTICLE I THE MERGER 2 Section 1.1. The Merger 2 Section 1.2. Closing 2 Section 1.3. Organizational Documents 2 Section 1.4. Board Composition; Officers 2 ARTICLE II EFFECTS OF THE MERGERS ON THE CAPITAL STOC

FORM OF SUPPORT AGREEMENT

EX-99.1 Exhibit 99.1 FORM OF SUPPORT AGREEMENT This SUPPORT AGREEMENT, dated as of March 13, 2013 (this “Agreement”), by and among the individuals listed on Schedule I hereto (collectively, the “Supporting Parties”) and Kroenke Sports & Entertainment, LLC, a Delaware limited liability company (“Parent”, and together with the Supporting Parties, the “Parties”). WHEREAS, as of the date hereof, each

Outdoor Channel Agrees to be Acquired by Kroenke Sports & Entertainment

Exhibit 99.2 Outdoor Channel Agrees to be Acquired by Kroenke Sports & Entertainment TEMECULA, Calif., March 12, 2013 (GLOBE NEWSWIRE)—Outdoor Channel Holdings, Inc. (Nasdaq:OUTD) (the “Company” or “Outdoor Channel”) today announced that it entered into a definitive merger agreement (the “KSE Agreement”) with Kroenke Sports & Entertainment, LLC (“KSE”) pursuant to which KSE will acquire all of the

- FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): March 13, 2013 OUTDOOR CHANNEL HOLDINGS, INC.

Merger Prospectus - 425

Filed by InterMedia Outdoor Holdings, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Company: Outdoor Channel Holdings, Inc. Commission File No.: 000-17287 The following is a press release of Outdoor Channel Holdings, Inc. (“Outdoor Channel”) announcing an adjournment of the special meeting of sto

Merger Prospectus - 425

425 Filed by Outdoor Channel Holdings, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Company: Outdoor Channel Holdings, Inc. Commission File No.: 000-17287 OUTDOOR CHANNEL DETERMINES THAT KROENKE PROPOSAL IS A SUPERIOR PROPOSAL TEMECULA, Calif.—March 7, 2013—Outdoor Channel Holdings, Inc. (NASDAQ

Merger Prospectus - 425

Filed by InterMedia Outdoor Holdings, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Company: Outdoor Channel Holdings, Inc. Commission File No.: 000-17287 Outdoor Channel and InterMedia Outdoor Holdings Announce Extension of Stockholder Election Deadline TEMECULA, Calif. — March 4, 2013—Outdoor C

Merger Prospectus - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): March 4, 2013 OUTDOOR CHANNEL HOLDINGS, INC.

Merger Prospectus - 425

Filed by InterMedia Outdoor Holdings, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Company: Outdoor Channel Holdings, Inc. Commission File No.: 000-17287 INTERMEDIA OUTDOOR HOLDINGS, INC. SUBMITS LETTER TO BOARD OF DIRECTORS OF OUTDOOR CHANNEL HOLDINGS, INC. New York, New York — March 4, 2013— O

OUTDOOR CHANNEL HOLDINGS RECEIVES UNSOLICITED ACQUISITION PROPOSAL

EX-99.1 2 d495755dex991.htm EX-99.1 Exhibit 99.1 OUTDOOR CHANNEL HOLDINGS RECEIVES UNSOLICITED ACQUISITION PROPOSAL TEMECULA, Calif.—March 4, 2013—Outdoor Channel Holdings, Inc. (NASDAQ: OUTD)(the “Company” or “Outdoor Channel”) today acknowledged that it received an unsolicited, nonbinding, written proposal (the “Alternative Proposal”) from Kroenke Sports & Entertainment, LLC (“Kroenke”) to acqui

Board of Directors

EX-99.2 Exhibit 99.2 February 27, 2013 Board of Directors Outdoor Channel Holdings, Inc. 43455 Business Park Drive Temecula, CA 92590 Attn: Thomas E. Hornish Perry T. Massie Roger L. Werner Gentlemen: We are pleased to submit this preliminary proposal to acquire Outdoor Channel Holdings, Inc., subject to the terms and conditions discussed below. Based on our knowledge of Outdoor Channel gathered f

Board of Directors

EX-99.2 Exhibit 99.2 February 27, 2013 Board of Directors Outdoor Channel Holdings, Inc. 43455 Business Park Drive Temecula, CA 92590 Attn: Thomas E. Hornish Perry T. Massie Roger L. Werner Gentlemen: We are pleased to submit this preliminary proposal to acquire Outdoor Channel Holdings, Inc., subject to the terms and conditions discussed below. Based on our knowledge of Outdoor Channel gathered f

Financial Statements and Exhibits, Other Events - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): March 4, 2013 OUTDOOR CHANNEL HOLDINGS, INC.

OUTDOOR CHANNEL HOLDINGS RECEIVES UNSOLICITED ACQUISITION PROPOSAL

EX-99.1 Exhibit 99.1 OUTDOOR CHANNEL HOLDINGS RECEIVES UNSOLICITED ACQUISITION PROPOSAL TEMECULA, Calif.—March 4, 2013—Outdoor Channel Holdings, Inc. (NASDAQ: OUTD)(the “Company” or “Outdoor Channel”) today acknowledged that it received an unsolicited, nonbinding, written proposal (the “Alternative Proposal”) from Kroenke Sports & Entertainment, LLC (“Kroenke”) to acquire all of its outstanding sh

Merger Prospectus - 425

425 Filed by Outdoor Channel Holdings, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Company: Outdoor Channel Holdings, Inc. Commission File No.: 000-17287 ISS Recommends Vote “FOR” Acquisition of Outdoor Channel by InterMedia Outdoor Holdings TEMECULA, Calif. — February 26, 2013—Outdoor Channel

Merger Prospectus - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 22, 2013 OUTDOOR CHANNEL HOLDINGS, INC.

Other Events - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 22, 2013 OUTDOOR CHANNEL HOLDINGS, INC.

Merger Prospectus - 425

425 Filed by Outdoor Channel Holdings, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Outdoor Channel Holdings, Inc. Commission File No.: 000-17287 Outdoor Channel Holdings Announces Intent to Voluntarily Delist From NASDAQ Global Select Market TEMECULA, Calif. — February 21, 2013—Outdoo

- DEFM14A

DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Merger Prospectus - FORM 425

Form 425 Filed by Outdoor Channel Holdings, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Outdoor Channel Holdings, Inc. Commission File No.: 000-17287 Outdoor Channel Holdings to Participate in 9th Annual Noble Financial Equity Conference TEMECULA, Calif., Jan. 21, 2013 /PRNewswire/ —

Merger Prospectus - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 21, 2012 OUTDOOR CHANNEL HOLDINGS, INC.

Other Events - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 21, 2012 OUTDOOR CHANNEL HOLDINGS, INC.

FORM OF SUPPORT AGREEMENT

EX-99.1 2 d445324dex991.htm FORM OF SUPPORT AGREEMENT Exhibit 1 FORM OF SUPPORT AGREEMENT This SUPPORT AGREEMENT, dated as of November 15, 2012 (this “Agreement”), by and among the individuals listed on Schedule I hereto (collectively, the “Supporting Parties”) and InterMedia Outdoor Holdings, Inc., a Delaware corporation (“Parent”, and together with the Supporting Parties, the “Parties”). WHEREAS

OUTD / Outdoor Channel Holdings Inc / MASSIE THOMAS HENRY - SCHEDULE 13D AMENDMENT NO. 4 Activist Investment

Schedule 13D Amendment No. 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No. 4 Outdoor Channel Holdings, Inc. (Name of Issuer) Common Stock, par value of US$0.001 per share (Title of Class of Securities) 690027107 (CUSIP Number) Thomas H. Massie c/o Outdoor Channel Holdings, Inc. 43445 Business Park Drive,

Outdoor Channel Holdings to Merge with The Sportsman Channel and InterMedia Outdoors Creating InterMedia Outdoor Holdings, Inc., the Largest Multimedia Company Focused on the Outdoor Lifestyle

Press Release Exhibit 99.1 Outdoor Channel Holdings to Merge with The Sportsman Channel and InterMedia Outdoors Creating InterMedia Outdoor Holdings, Inc., the Largest Multimedia Company Focused on the Outdoor Lifestyle Outdoor Channel’s Board Declares Special Dividend of $0.25 Per Share in Connection with Merger TEMECULA, Calif. — November 16, 2012—Outdoor Channel Holdings, Inc. (NASDAQ: OUTD) to

Merger Prospectus - RULE 425

Rule 425 Filed by Outdoor Channel Holdings, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Outdoor Channel Holdings, Inc. Commission File No.: 000-17287 November 16, 2012 To All Outdoor Channel Holdings Team Members: This morning we announced some very exciting news that will impact our

Merger Prospectus - RULE 425

Rule 425 Filed by Outdoor Channel Holdings, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Outdoor Channel Holdings, Inc. Commission File No.: 000-17287 THOMSON REUTERS STREETEVENTS EDITED TRANSCRIPT OUTD - Outdoor Channel Holdings to Merge With The Sportsman Channel and InterMedia Outdo

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 15, 2012 OUTDOOR CHANNEL HOLDINGS, INC.

AGREEMENT AND PLAN OF MERGER BY AND AMONG INTERMEDIA OUTDOOR HOLDINGS, INC., OUTDOOR MERGER SUB, LLC, OUTDOOR MERGER CORP., OUTDOOR CHANNEL HOLDINGS, INC. INTERMEDIA OUTDOORS HOLDINGS, LLC, DATED AS OF NOVEMBER 15, 2012 AGREEMENT AND PLAN OF MERGER T

Agreement and Plan of Merger Exhibit 2.1 AGREEMENT AND PLAN OF MERGER BY AND AMONG INTERMEDIA OUTDOOR HOLDINGS, INC., OUTDOOR MERGER SUB, LLC, OUTDOOR MERGER CORP., OUTDOOR CHANNEL HOLDINGS, INC. AND INTERMEDIA OUTDOORS HOLDINGS, LLC, DATED AS OF NOVEMBER 15, 2012 AGREEMENT AND PLAN OF MERGER TABLE OF CONTENTS Page ARTICLE I THE MERGERS 3 Section 1.1 The OUTD Merger 3 Section 1.2 The IM Merger 3 S

Merger Prospectus - RULE 425

Rule 425 Filed by Outdoor Channel Holdings, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Outdoor Channel Holdings, Inc. Commission File No.: 000-17287 Investor Q&A When do I receive the dividend? • Investors who are shareholders of record as of the close of business on November 27th, w

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement - LIVE FILING

Outdoor Channel Holdings, Inc. (Form: 8-K) 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): November 7, 2012 Outdoor Channel Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 000-17287 33-0074499 (State

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT OF DOUGLAS J. LANGSTON

EX-99.1 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT OF DOUGLAS J. LANGSTON This is the First Amendment (“Amendment”) to the Employment Agreement of Douglas J. Langston (“Employment Agreement”) last dated June 28, 2010, by and between Outdoor Channel Holdings, Inc. (the “Company”) and Douglas J. Langston (the “Executive”). RECITALS WHEREAS Executive and the Company desire to amend Executive’s Employmen

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2012 ¨ 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: 000-17287 Outdoor

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K FILING DOCUMENT

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) November 7, 2012 Outdoor Channel Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 000-17287 33-0074499 (State or other jurisdiction of incorporation) (Com

Outdoor Channel Holdings Reports Third Quarter 2012 Results

EXHIBIT 99.1 Outdoor Channel Holdings Reports Third Quarter 2012 Results Third Quarter Revenues Increase 13%; Adjusted EBITDA Moderated by Increased Promotional Investment In Line With Strategic Plan TEMECULA, Calif., Nov. 7, 2012 (GLOBE NEWSWIRE) - Outdoor Channel Holdings, Inc. (Nasdaq:OUTD) today reported its financial results for the third quarter ended September 30, 2012. Total revenues for t

Quarterly Report - FORM 10-Q

FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2012 ¨ 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: 000-17287 Out

Outdoor Channel Holdings Reports Second Quarter 2012 Results

EX-99 2 newsrelease.htm PRESS RELEASE EXHIBIT 99.1 Outdoor Channel Holdings Reports Second Quarter 2012 Results Second Quarter Advertising Revenue Increases 19%; Improved Operating Results at All Three Segments Drive Significant Adjusted EBITDA Gain TEMECULA, Calif., Aug. 7, 2012 (GLOBE NEWSWIRE) - Outdoor Channel Holdings, Inc. (Nasdaq:OUTD) today reported its financial results for the second qua

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) August 7, 2012 Outdoor Channel Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 000-17287 33-0074499 (State or other jurisdiction of incorporation) (Commi

Other Events - LIVE FILING

Outdoor Channel Holdings, Inc. (Form: 8-K) 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 13, 2012 Outdoor Channel Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 000-17287 33-0074499 (State or

Submission of Matters to a Vote of Security Holders - LIVE FILING

Outdoor Channel Holdings, Inc. (Form: 8-K) 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): May 30, 2012 Outdoor Channel Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 000-17287 33-0074499 (State or o

Quarterly Report - FORM 10-Q

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K FILING DOCUMENT

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) May 8, 2012 Outdoor Channel Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 000-17287 33-0074499 (State or other jurisdiction of incorporation) (Commissi

Outdoor Channel Holdings Reports First Quarter 2012 Results

EXHIBIT 99.1 Outdoor Channel Holdings Reports First Quarter 2012 Results TEMECULA, Calif., May 8, 2012 (GLOBE NEWSWIRE) - Outdoor Channel Holdings, Inc. (Nasdaq:OUTD) today reported its financial results for the first quarter ended March 31, 2012. Total revenues for the quarter were $14.3 million, a decrease of 3% compared with $14.8 million in the first quarter of 2011 due primarily to expected l

- SCHEDULE 14A

SCHEDULE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

AMENDMENT TO OUTDOOR CHANNEL HOLDINGS, INC. THOMAS E. HORNISH AMENDED AND RESTATED EMPLOYMENT AGREEMENT

EX-99.1 AMENDMENT TO OUTDOOR CHANNEL HOLDINGS, INC. THOMAS E. HORNISH AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amendment (the “Amendment”) is entered into as of April 10, 2012 by and between Outdoor Channel Holdings, Inc. (the “Company”) and Thomas E. Hornish (the “Executive”). Capitalized terms used herein which are not defined herein shall have the definitions ascribed to them in that cert

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement - LIVE FILING

Outdoor Channel Holdings, Inc. (Form: 8-K) 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): April 10, 2012 Outdoor Channel Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 000-17287 33-0074499 (State or

OUTD / Outdoor Channel Holdings Inc / DICKSON RICHARD KELLOGG II - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment No. 1) Under the Securities Exchange Act of 1934 Outdoor Channel Holdings, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 690027206 (CUSIP Number) December 27, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r

OUTD / Outdoor Channel Holdings Inc / DICKSON RICHARD KELLOGG II - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Outdoor Channel Holdings, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 690027206 (CUSIP Number) August 18, 2003 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

OUTD / Outdoor Channel Holdings Inc / DICKSON RICHARD KELLOGG II - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment No. 1) Under the Securities Exchange Act of 1934 Outdoor Channel Holdings, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 690027206 (CUSIP Number) December 27, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r

NORTH TEXAS COMMERCIAL ASSOCIATION OF REALTORS® COMMERCIAL LEASE AGREEMENT

Commercial Lease Agreement between SkyCam, LLC and Tindall Properties, Ltd Exhibit 10.

OUTDOOR CHANNEL HOLDINGS, INC. JAMES E. WILBURN EMPLOYMENT AGREEMENT

Employment Agreement with James E. Wilburn Exhibit 10.29 OUTDOOR CHANNEL HOLDINGS, INC. JAMES E. WILBURN EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is effective as of January 1, 2012 (the “Effective Date”) by and between Outdoor Channel Holdings, Inc. (the “Company”), and James E. Wilburn (the “Executive”). 1. Duties and Scope of Employment. (a) Positions and Duties. As of t

Annual Report - FORM 10-K

Form 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 or ¨ 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: 000-17287 OUTDOOR CHANNEL

Outdoor Channel Holdings, Inc. Listing of Subsidiaries

Exhibit 21.1 Outdoor Channel Holdings, Inc. Listing of Subsidiaries Details of the consolidated subsidiaries at December 31, 2011 are as follows: Name State of Incorporation/ Organization Percent Held 43455 BPD, LLC California 100% OC Corporation California 100% Winnercomm, Inc. Delaware 100% The Outdoor Channel, Inc. Nevada 100% (held by OC Corporation) SkyCam, LLC Delaware 100% (held by Winnerco

OFFICE LEASE AGREEMENT

Lease Agreement by and between Winnercomm, Inc. and Merit Partners, LLC Exhibit 10.26 OFFICE LEASE AGREEMENT This Office Lease Agreement (the “Lease”), made and entered into on this the 30th day of June, 2011, between Merit Partners, LLC, an Oklahoma limited liability company (“Landlord”) and Winnercomm, Inc., a Delaware corporation (“Tenant”). W I T N E S S E T H: 1. Definitions. The following ar

SURFACE LEASE AGREEMENT

Surface Lease Agreement by and between SkyCam, LLC and 650 North Freeway, Ltd Exhibit 10.

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K FILING DOCUMENT

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) March 6, 2012 Outdoor Channel Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 000-17287 33-0074499 (State or other jurisdiction of incorporation) (Commis

Outdoor Channel Holdings Reports Fourth Quarter and Full Year 2011 Results

EXHIBIT 99.1 Outdoor Channel Holdings Reports Fourth Quarter and Full Year 2011 Results Fourth Quarter Outdoor Channel Revenues Rise 7%; Consolidated Adjusted EBITDA Up 27% TEMECULA, Calif., March 6, 2012 (GLOBE NEWSWIRE) - Outdoor Channel Holdings, Inc. (Nasdaq:OUTD) today reported its operating results for the fourth quarter and full year ended December 31, 2011. Based on changes in how we monit

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement - LIVE FILING

Outdoor Channel Holdings, Inc. (Form: 8-K/A) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A 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 2, 2012 Outdoor Channel Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 000-17287 33-0074499 (St

SECOND AMENDMENT TO OUTDOOR CHANNEL HOLDINGS, INC. THOMAS D. ALLEN EMPLOYMENT AGREEMENT

EX-99.1 EXHIBIT 99.1 SECOND AMENDMENT TO OUTDOOR CHANNEL HOLDINGS, INC. THOMAS D. ALLEN EMPLOYMENT AGREEMENT This Second Amendment (the “Amendment”) is entered into as of February 7, 2012 by and between Outdoor Channel Holdings, Inc. (the “Company”) and Thomas D. Allen (the “Executive”). Capitalized terms used herein which are not defined herein shall have the definitions ascribed to them in that

OUTDOOR CHANNEL HOLDINGS, INC. CATHERINE C. LEE EMPLOYMENT AGREEMENT

EXHIBIT 99.3 OUTDOOR CHANNEL HOLDINGS, INC. CATHERINE C. LEE EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is entered into as of February 1, 2012 by and between Outdoor Channel Holdings, Inc. (the “Company”) and Catherine C. Lee (the “Executive”). 1. Duties and Scope of Employment. (a) Positions and Duties. As of February 1, 2012 (the “Effective Date”), Executive will serve as

For Company: For Investors: For Media: Tom Allen Chief Financial Officer & Chief Operating Officer 951-699-6991, ext. 287 [email protected] Brad Edwards Brainerd Communicators, Inc. 212-986-6667 [email protected] Nancy Zakhary Brainerd Co

EX-99.2 PRESS RELEASE Contacts: For Company: For Investors: For Media: Tom Allen Chief Financial Officer & Chief Operating Officer 951-699-6991, ext. 287 [email protected] Brad Edwards Brainerd Communicators, Inc. 212-986-6667 [email protected] Nancy Zakhary Brainerd Communicators, Inc. 212-986-6667 [email protected] OUTDOOR CHANNEL HOLDINGS ANNOUNCES SENIOR LEGAL APPOINTMENTS TEMECU

For Company: For Investors: For Media: Tom Allen Chief Financial Officer & Chief Operating Officer 951-699-6991, ext. 287 [email protected] Brad Edwards Brainerd Communicators, Inc. 212-986-6667 [email protected] Nancy Zakhary Brainerd Co

EX-99.1 PRESS RELEASE Contacts: For Company: For Investors: For Media: Tom Allen Chief Financial Officer & Chief Operating Officer 951-699-6991, ext. 287 [email protected] Brad Edwards Brainerd Communicators, Inc. 212-986-6667 [email protected] Nancy Zakhary Brainerd Communicators, Inc. 212-986-6667 [email protected] OUTDOOR CHANNEL HOLDINGS ANNOUNCES CHIEF OPERATING OFFICER APPOINTM

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement - LIVE FILING

Outdoor Channel Holdings, Inc. (Form: 8-K) 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 1, 2012 Outdoor Channel Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 000-17287 33-0074499 (State

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement - LIVE FILING

Outdoor Channel Holdings, Inc. (Form: 8-K) 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): January 25, 2012 Outdoor Channel Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 000-17287 33-0074499 (State

For Company: For Investors: For Media: Tom Allen Chief Financial Officer 951-699-6991, ext. 287 [email protected] Brad Edwards Brainerd Communicators, Inc. 212-986-6667 [email protected] Nancy Zakhary Brainerd Communicators, Inc. 212-986-

EX-99.1 Exhibit 99.1 PRESS RELEASE Contacts: For Company: For Investors: For Media: Tom Allen Chief Financial Officer 951-699-6991, ext. 287 [email protected] Brad Edwards Brainerd Communicators, Inc. 212-986-6667 [email protected] Nancy Zakhary Brainerd Communicators, Inc. 212-986-6667 [email protected] OUTDOOR CHANNEL HOLDINGS NAMES TOM HORNISH CHIEF EXECUTIVE OFFICER Roger Werner

TRANSITION AGREEMENT

EX-99.2 Exhibit 99.2 TRANSITION AGREEMENT This Transition Agreement (this “Agreement”) by and between Outdoor Channel Holdings, Inc., a Delaware corporation (together with its successors and assigns, the “Company”), and Roger L. Werner, Jr. (“Werner”), is entered into as of January 25, 2012 (“Effective Date”). The Company and Werner shall be collectively referred to herein as the “Parties.” A. WHE

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - LIVE FILING

Outdoor Channel Holdings, Inc. (Form: 8-K/A) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 25, 2012 Outdoor Channel Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 000-17287 33-0074499 (St

OUTDOOR CHANNEL HOLDINGS, INC. THOMAS E. HORNISH AMENDED AND RESTATED EMPLOYMENT AGREEMENT

EX-99.3 4 exhibit3.htm EX-99.3 OUTDOOR CHANNEL HOLDINGS, INC. THOMAS E. HORNISH AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Employment Agreement originally entered into as of April 14, 2009 by and between Outdoor Channel Holdings, Inc. (the “Company”) and Thomas E. Hornish (the “Executive”) (the “Prior Agreement”), is hereby amended and restated effective as of February 1, 2012 by this Amended