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Attachment 1
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 31, 2008
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MDI,
INC.
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(Exact
name of registrant as specified in its
charter)
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Delaware
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0-9463
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75-2626358
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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10226
San Pedro Avenue
San
Antonio, Texas
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78216
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (210) 582-2664
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(Former
name or former address, if changed since last
report.)
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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 1.02. Termination of a Material Definitive
Agreement.
Effective March 31, 2008, MDI, Inc., a
Delaware corporation (the “Company” or “MDI”) implemented senior management
changes which included the resignation of Lori Jones as its Senior Vice
President and Chief Financial Officer and as an employee and the appointment of
Michael Sweet as its Chief Financial Officer, in addition to continuing to
performing his existing duties as Senior Vice President, Chief Operating Officer
of the Company. Ms. Jones’ Employment Agreement with the Company, dated February
4, 2008, and the inducement stock option granted to her to purchase 400,000
shares of Company stock were each terminated in connection with her resignation,
except for certain restrictive covenants that will survive the termination of
the Employment Agreement.
Item
5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
(b) Resignation of Lori Jones as Chief Financial
Officer - The
information set forth above under “Item 1.02 – Termination of a Material
Definitive Agreement” is incorporated into this Item 5.02.
Resignation of Robert McCann as a
Director - On April 4, 2008, Robert McCann voluntarily resigned from the
Board of Directors of the Company effective immediately.
(c) Appointment of Michael Sweet as
Chief Financial Officer - On March 31, 2008, Michael Sweet was appointed
Chief Financial Officer of the Company.
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, thereunto
duly authorized.
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April
4, 2008
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MDI,
Inc.
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By:
/s/ Richard A. Larsen
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Richard
A. Larsen
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Senior
Vice President, General Counsel and
Secretary
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