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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
AMENDMENT NO. 2
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 12, 1998
VDI MEDIA
(Exact Name of Registrant as Specified in Charter)
California 0-21917 95-4272619
(State or Other Jurisdiction (Commission) (I.R.S. Identification)
of Incorporation) File Number)
6920 Sunset Boulevard 90028
Hollywood, California (Zip Code)
(Address of Principal Executive Offices)
(323) 957-5500
Registrant's telephone number, including area code
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The undersigned registrant (the "Registrant") hereby amends the following
item of its Current Report on Form 8-K dated June 12, 1998 (the "Report") as
follows:
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
The Registrant amends the information set forth in Item 7(c) of
the Report and restates such item in its entirety as set forth below.
(c) Exhibits
Exhibit 99: Consent of Independent Accountants
2
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf, the
undersigned, thereunto duly authorized, in Los Angeles, California on September
3, 1998.
DATE: September 3, 1998 VDI Media
By: /s/ Donald Stine
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Name: Donald Stine
Title: Chief Financial Officer
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EXHIBIT 99
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statements
and related Prospectuses of VDI Media (Form S-3 No. 333-57549) pertaining to
the registration of 1,655,600 shares of its common stock and (Form S-8 No.
333-46923) pertaining to the 1996 Stock Incentive Plan, of our report dated
August 19, 1998, with respect to the financial statements of the videotape
post-production division of All Post, Inc. for the ten months ended May 31,
1998 and the year ended July 31, 1997, included in VDI Media's Current Report
on Form 8-K/A dated August 26, 1998, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Los Angeles, California
August 28, 1998
