As filed with the Securities and Exchange Commission on March 19, 2004
Registration No. 333-
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
----------------------
VALUEVISION MEDIA, INC.
(Exact name of Registrant as specified in its charter)
MINNESOTA 41-1673770
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6740 SHADY OAK ROAD 55344-3433
EDEN PRAIRIE, MINNESOTA (Zip Code)
"WWW.SHOPNBC.COM"
(Address of principal executive offices)
OPTION AGREEMENT DATED AS OF DECEMBER 1, 2003, BY AND BETWEEN THE
REGISTRANT AND WILLIAM LANSING
OPTION AGREEMENT DATED AS OF DECEMBER 12, 2002, BY
AND BETWEEN THE REGISTRANT AND ELIZABETH BYERLY HAESLER
OPTION AGREEMENT DATED AS OF MARCH 10, 2003, BY AND BETWEEN THE REGISTRANT AND
STEVE DANKER
OPTION AGREEMENT DATED AS OF FEBRUARY 9, 2004, BY AND BETWEEN THE
REGISTRANT AND SCOTT DANIELSON
OPTION AGREEMENT DATED AS OF FEBRUARY 9, 2004, BY AND BETWEEN
THE REGISTRANT AND BRENDA BOEHLER
(Full title of the plan)
WILLIAM J. LANSING
PRESIDENT AND CHIEF EXECUTIVE OFFICER
6740 SHADY OAK ROAD
EDEN PRAIRIE, MINNESOTA 55344-3433
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (952) 943-6000
----------------------
Copies to:
PETER J. EKBERG, ESQ. NATHAN E. FAGRE, ESQ.
Faegre & Benson LLP Senior Vice President, General Counsel and Secretary
2200 Wells Fargo Center ValueVision Media, Inc.
Minneapolis, Minnesota 55402-3901 6740 Shady Oak Road
(612) 766-7000 Eden Prairie, Minnesota 55344-3433
(952) 943-6117
CALCULATION OF REGISTRATION FEE
Proposed
Proposed Maximum
Title of Each Class of Amount Maximum Aggregate Amount of
Securities to to be Offering price Offering Registration
Be registered registered Per share (1) Price (1) Fee
- --------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par 1,400,000 $15.46 $21,644,000 $ 2,742
value
Common Stock, $.01 par 450,000 $16.96 $ 7,632,000 $ 967
value
Common Stock, $.01 par 154,225 $14.44 $ 2,227,009 $ 282
value
Common Stock, $.01 par 75,000 $13.03 $ 977,250 $ 124
value
(1) Option exercise price.
VALUEVISION MEDIA, INC.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents of ValueVision Media, Inc. (the "Company")
filed with the Securities and Exchange Commission (the "Commission") pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are, as of
their respective dates, incorporated herein by reference and made a part hereof:
(1) The Annual Report on Form 10-K of the
Company for the fiscal year ended January 31, 2003 (which
incorporates by reference certain portions of the Company's
2002 Annual Report to Shareholders, including financial
statements and accompanying information, and certain portions
of the Registrant's definitive proxy statement for its 2003
Annual Meeting of Shareholders) filed pursuant to Section
15(d) of the Exchange Act;
(2) All other reports filed pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal
year covered by the Annual Report referred to in (1) above;
and
(3) The description of the Company's Common
Stock that is contained in the Registration Statement on Form
8-A (Registration No. 0-14709) dated May 22, 1992 under the
Exchange Act and all amendments and reports filed for the
purpose of updating such description.
All reports and other documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Registration Statement and prior to the filing of a post-effective
amendment that indicates that all of the shares of Common Stock offered have
been sold or that deregisters all shares of the Common Stock then remaining
unsold shall be deemed to be incorporated by reference in and a part of this
Registration Statement from the date of filing of such documents.
Any statement contained in a document incorporated, or deemed to be
incorporated, by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or incorporated herein by reference or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is subject to Minnesota Statutes Chapter 302A, the
Minnesota Business Corporation Act (the "Corporation Act"). Section 302A.521 of
the Corporation Act provides in substance that, unless prohibited by its
articles of incorporation or bylaws, a corporation must indemnify an officer or
director who is made or threatened to be made a party to a proceeding by reason
of his official capacity against judgments, penalties, fines, including, without
limitation, excise taxes assessed against the person with respect to an employee
benefit plan, settlements and reasonable expenses, including attorneys' fees and
disbursements, incurred by such person in connection with the proceeding, if
certain criteria are met. These criteria, all of which must be met by the person
complained of in the proceeding, are (a) that such person has not been
indemnified by another organization for the same judgments, penalties, fines,
II-1
settlements and expenses; (b) that such person must have acted in good faith;
(c) that no improper personal benefit was obtained by such person and such
person satisfied certain statutory conflicts of interest provisions, if
applicable; (d) that in the case of a criminal proceeding, such person had no
reasonable cause to believe that the conduct was unlawful; and (e) that such
person must have acted in a manner he reasonably believed was in the best
interests of the corporation or, in certain limited circumstances, not opposed
to the best interests of the corporation. The determination as to eligibility
for indemnification is made by the members of the corporation's board of
directors or a committee of the board who are at the time not parties to the
proceedings under consideration, by special legal counsel, by the shareholders
who are not parties to the proceedings or by a court.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
Exhibit
- -------
4.1 Sixth Amended and Restated Articles of Incorporation of the
Company, as amended (incorporated herein by reference to the
Company's Quarterly Report on Form 10-QSB, for the quarter
ended August 31, 1994, filed on September 13, 1994).
4.2 Certificate of Designation of Series A Redeemable Convertible
Preferred Stock (incorporated herein by reference to the
Company's Current Report on Form 8-K dated April 15, 1999,
filed on April 29, 1999).
4.3 Amended and Restated Bylaws of the Company (incorporated
herein by reference to the Company's Quarterly Report on Form
10-QSB, for the quarter ended August 31, 1994, filed on
September 13, 1994).
5 Opinion of Faegre & Benson LLP, counsel for the Company.
23.1 Consent of Faegre & Benson LLP (included in Exhibit 5 to this Registration Statement).
23.2 Consent of Deloitte & Touche LLP, Independent Public Auditors.
24 Powers of Attorney (included with signatures to this Registration Statement).
99.1 Form of Option Agreement with William J. Lansing (incorporated
herein by reference to the Company's Current Report on Form
8-K dated December 1, 2003, filed on December 3, 2003).
99.2 Form of Option Agreement with Brenda Boehler and Scott Danielson.
99.3 Form of Option Agreement with Elizabeth Byerly Haesler
(incorporated herein by reference to Exhibit 99(b) to the
Company's Registration Statement on Form S-8 dated January 25,
2002, filed on January 25, 2002, File No. 333-81438).
99.4 Form of Option Agreement with Steve Danker.
II-2
ITEM 9. UNDERTAKINGS.
A. The Company hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required
by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any
facts or events arising after the effective date of the
Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in
the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Securities and
Exchange Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more
than a 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table
in the effective Registration Statement; and
(iii) To include any material information
with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change
to such information in the Registration Statement;
provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not
apply if the Registration Statement is on Form S-3, Form S-8 or Form
F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Securities and Exchange Commission by the
Company pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each post-effective amendment shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
B. The Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
II-3
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Minneapolis, State of Minnesota on the 19th day of
March, 2004.
VALUEVISION MEDIA, INC.
By /s/ NATHAN E. FAGRE
----------------------------------------
Nathan E. Fagre
Senior Vice President, General Counsel and
Secretary
POWER OF ATTORNEY
We, the undersigned officers and directors of ValueVision Media, Inc.,
hereby severally constitute William J. Lansing, Richard D. Barnes and Nathan E.
Fagre, and each of them singly, as true and lawful attorneys with full power to
them, and each of them singly, to sign for us and in our names, in the
capacities indicated below the registration statement filed herewith and any
amendments to said registration statement, and generally to do all such things
in our name and behalf in our capacities as officers and directors to enable
ValueVision Media, Inc. to comply with the provisions of the Securities Act of
1933, as amended, and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be signed
by our said attorneys, or any of them, to said registration statement and any
and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on the 19th day of March, 2004 by
the following persons in the capacities indicated:
NAME TITLE
---- -----
President, Chief Executive Officer and Director
/s/ William J. Lansing
- ------------------------------------------
William J. Lansing
Principal Executive Officer Executive Vice President, Chief Financial Officer
and Chief Operating Officer
/s/ Richard D. Barnes
- ------------------------------------------
Richard D. Barnes
Principal Financial and Accounting Officer
/s/ Marshall S. Geller Chairman of the Board and Director
- ------------------------------------------
Marshall S. Geller
/s/ Robert J. Korkowski Director
- ------------------------------------------
Robert J. Korkowski
/s/ Paul D. Tosetti Director
- ------------------------------------------
Paul D. Tosetti
/s/ Jay Ireland Director
- ------------------------------------------
Jay Ireland
/s/ R. Brandon Burgess Director
- ------------------------------------------
R. Brandon Burgess
II-5
INDEX TO EXHIBITS
Exhibit
- -------
4.1 Sixth Amended and Restated Articles of Incorporation of the
Company, as amended (incorporated herein by reference to the
Company's Quarterly Report on Form 10-QSB, for the quarter
ended August 31, 1994, filed on September 13, 1994).
4.2 Certificate of Designation of Series A Redeemable Convertible
Preferred Stock (incorporated herein by reference to the
Company's Current Report on Form 8-K dated April 15, 1999,
filed on April 29, 1999).
4.3 Amended and Restated By-Laws of the Company (incorporated
herein by reference to the Company's Quarterly Report on Form
10-QSB, for the quarter ended August 31, 1994, filed on
September 13, 1994).
5 Opinion of Faegre & Benson LLP, counsel for the
Registrant................................................................... Electronically Filed
23.1 Consent of Faegre & Benson LLP (included in Exhibit 5 to this
Registration Statement)...................................................... Electronically Filed
23.2 Consent of Deloitte & Touche LLP, Independent Public Auditors................ Electronically Filed
24 Powers of Attorney (included with signatures to this Registration
Statement)................................................................... Electronically Filed
99.1 Form of Option Agreement with William J. Lansing (incorporated
herein by reference to the Company's Current Report on Form
8-K dated December 1, 2003, filed on December 3, 2003).
99.2 Form of Option Agreement with Brenda Boehler and Scott Danielson............. Electronically Filed
99.3 Form of Option Agreement with Elizabeth Byerly Haesler
(incorporated herein by reference to Exhibit 99(b) to the
Company's Registration Statement on Form S-8 dated January 25,
2002, filed on January 25, 2002, File No. 333-81438).
99.4 Form of Option Agreement with Steve Danker................................... Electronically Filed
II-6