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): July 3, 2001
SHOP AT HOME, INC.
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(Exact name of registrant as specified in its charter)
Tennessee 0-25596 62-1282758
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
5388 Hickory Hollow Parkway, Antioch, Tennessee 37013
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(Address, including zip code, of principal executive office)
(615) 263-8000
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(Registrant's telephone number, including area code)
Item 5. Other Events
On Tuesday, July 3, 2001, the Company sent to notice to HFTP
Investments L.L.C., the holder of the Warrant to Purchase Common Stock, Warrant
No.: 2001-001, issued June 30, 2000, for 1,000,000 shares, and to Leonardo,
L.P., the holder the Warrant to Purchase Common Stock, Warrant No.: 2000-002,
issued June 30, 2000 for 1,000,000 shares, that the exercise price for such
warrants had been reset to $2.82 a share from $5.00 a share pursuant to Section
to Section 2 of the Warrant Agreements.
The Notice sent to the holders of these warrants is attached hereto as
Exhibit 99.1.
Item 7. Exhibits
99.1 Notice to Warrant Holders
SIGNATURE
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 hereunto duly authorized.
SHOP AT HOME, INC.
(Registrant)
By: /s/ George J. Phillips
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George J. Phillips
Executive Vice President, General Counsel & Secretary
Date: July 5, 2001
Exhibit 99.1
George J. Phillips
Executive Vice President
& General Counsel
July 3, 2001
HFTP Investment, L.L.C. Leonardo, L.P.
C/o Promethean Asset Mgmt., L.L.C. C/o Angelo, Gordon & Co., L.P.
750 Lexington Avenue, 22th Floor 245 Park Avenue - 26th Floor
New York, New York 10022 New York, New York 10167
Attention: David M. Kittay Attention: Ari Storch
John Floegel Adam Chill
Re: Shop At Home, Inc.
Gentlemen:
Pursuant to Section 8(g)(i) of the Warrants the Company gives notice
that the exercise price of the Warrant to Purchase Common Stock, Warrant No.:
2001-001, issued June 30, 2000, for 1,000,000 shares held by HFTP Investments
L.L.C. and the Warrant to Purchase Common Stock, Warrant No.: 2000-002, issued
June 30, 2000 for 1,000,000 shares held by Leonardo, L.P. was reset to $2.82 a
share pursuant to Section 2(f) of the Warrants. This warrant exercise price is
the arithmetic average of the Closing Bid Prices for the Company's common stock
on the ten (10) trading days preceding the Reset Date, June 30, 2001, as
provided by Bloomberg.
Please advise if you have any questions.
Sincerely,
/s/
George J. Phillips
cc: C. Michael Norton, Esq.
Robert J. Brantman, Esq.
Katten Muchin Zavis
525 West Monroe Street
Chicago, Illinois 60661-3693