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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): July 8, 2005
ValueVision Media, Inc.
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(Exact name of registrant as specified in its charter)
Minnesota 0-20243 41-1673770
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
6740 Shady Oak Road, Eden Prairie,
Minnesota 55344-3433
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (952) 943-6000
Not Applicable
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Former name or former address, if changed since last report
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:
[ ] 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))
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On July 8, 2005, GE Capital Equity Investments Inc. ("GE Equity") entered into
certain Stock Purchase and Registration Agreements (the "Agreements") with Janus
Investor Fund, Caxton International Limited, Magnetar Investment Management,
LLC, RCG Ambrose Master Fund, Ltd., RCG Halifax Fund, Ltd., Ramius Securities,
LLC, Starboard Value and Opportunity Fund, LLC, Parche, LLC and Ramius Master
Fund, Ltd. (collectively, the "Purchasers"), pursuant to which GE Equity agreed
to sell to the Purchasers, subject to certain conditions, an aggregate of
2,604,932 shares of our common stock, at $11.00 per share, in privately
negotiated transactions. We are also a party to the Agreements for purposes of
providing certain registration rights to the Purchasers. The Agreements require
us to prepare and file a registration statement (the "Registration Statement")
with the Securities and Exchange Commission (the "SEC") with respect to the
shares of our common stock acquired from GE Equity under the Agreements as soon
as practicable but in no event more than twenty-one (21) business days after the
date of the Agreements to register resales of the acquired shares by the
Purchasers. In the Agreements, we agreed to use commercially reasonable efforts
to cause the Registration Statement to be declared effective as promptly as
possible after filing and to remain effective, subject to certain exceptions,
until the earlier of (i) two years after the date that the Registration
Statement is declared effective by the SEC, (ii) the date on which the
Purchasers have sold all the shares covered by the Registration Statement, and
(iii) the date on which the Purchasers may resell all the shares covered by the
Registration Statement under Rule 144(k) under the Securities Act of 1933, as
amended (the "Securities Act"). The Agreements also provide that we and the
Purchasers will indemnify each other and each other's respective directors,
officers, agents, employees and controlling persons and the directors, officers,
agents and employees of such controlling persons from and against specific
liabilities relating to, or arising out of, the Registration Statement,
including liabilities under the Securities Act, or will be entitled to
contribution in connection with those liabilities. In addition, we intend to
include in the Registration Statement 2,000,000 shares of our common stock owned
by Delta Onshore, LP, Delta Institutional, LP, Delta Pleiades, LP and Delta
Offshore Ltd. (collectively, the "Delta Entities"), acquired pursuant to a Stock
Purchase Agreement dated February 9, 2005 between GE Equity and the Delta
Entities. Pursuant to that stock purchase agreement, each of the Delta Entities
is entitled to the registration rights set forth in the Registration Rights
Agreement dated April 15, 1999 between us, GE Equity and National Broadcasting
Company, Inc., except that the Delta Entities are entitled to one demand
registration. The Delta Entities have exercised that demand and we intend to
satisfy our obligation by including the Delta Entities' shares in the
Registration Statement. We are a party to certain strategic agreements with GE
Equity and its affiliates. See "Certain Transactions - Strategic Alliance with
GE Commercial Finance - Equity and NBC" in our Annual Report on Form 10-K.
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 by the
undersigned hereunto duly authorized.
ValueVision Media, Inc.
July 14, 2005 By: /s/ Frank Elsenbast
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Name: Frank Elsenbast
Title: Vice President Finance
and Chief Financial Officer