As filed with the Securities and Exchange Commission on January 25, 2002
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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VALUEVISION INTERNATIONAL, 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
EDEN PRAIRIE, MINNESOTA
"WWW.SHOPNBC.COM" 55344-3433
(Address of principal executive (Zip Code)
offices)
VALUEVISION INTERNATIONAL, INC. 2001 OMNIBUS STOCK PLAN
AND
NONSTATUTORY STOCK OPTION AGREEMENTS WITH
MARSHALL S. GELLER, ROBERT J. KORKOWSKI, PAUL D. TOSSETTI, ROBIN LEACH,
ROY SEINFELD, JAMES CARLSRUH, SAMUAL BROWN, JON CHERNEY,
STEVEN GOLDSMITH, DAVID PAGE, AND STEVEN LARKIN
(Full title of the plan)
GENE MCCAFFERY
CHAIRMAN OF THE BOARD, 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
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Copies to:
ANDREW G. HUMPHREY, ESQ. NATHAN E. FAGRE, ESQ.
FAEGRE & BENSON LLP SENIOR VICE PRESIDENT AND GENERAL COUNSEL
2200 WELLS FARGO CENTER VALUEVISION INTERNATIONAL, INC.
MINNEAPOLIS, MINNESOTA 55402 6740 SHADY OAK ROAD
(612) 336-3600 EDEN PRAIRIE, MINNESOTA 55344
(952) 947-5298
CALCULATION OF REGISTRATION FEE
================== ===================== =============== ==================== =================
Proposed
Proposed Maximum
Title of Amount Maximum Aggregate Amount of
Securities to to be Offering Price Offering Registration
Be registered registered Per Share Price Fee
================== ===================== =============== ==================== =================
Common Stock, 3,000,000 shares (1) $19.42 (2) $58,260,000 (2) $5,360
$.01 par value
- ------------------ --------------------- --------------- -------------------- -----------------
Common Stock, 30,000 shares $16.625 (3) $498,750 (4) $46
$.01 par value
- ------------------ --------------------- --------------- -------------------- -----------------
Common Stock, 30,000 shares $23.21 (3) $696,300 (4) $65
$.01 par value
- ------------------ --------------------- --------------- -------------------- -----------------
Common Stock, 285,000 shares $14.375 (3) $4,096,875 (4) $377
$.01 par value
- ------------------ --------------------- --------------- -------------------- -----------------
Common Stock, 50,000 shares $12.00 (3) $600,000 (4) $56
$.01 par value
- ------------------ --------------------- --------------- -------------------- -----------------
Common Stock, 300,000 shares $10.688 (3) $3,206,400 (4) $295
$.01 par value
- ------------------ --------------------- --------------- -------------------- -----------------
Common Stock, 50,000 shares $17.90 (3) $895,000 (4) $83
$.01 par value
- ------------------ --------------------- --------------- -------------------- -----------------
TOTAL 3,745,000 shares N/A $68,253,325 $6,282
- ------------------ --------------------- --------------- -------------------- -----------------
(1) Maximum number of shares available upon exercise of options issued or
issuable under the ValueVision International, Inc. 2001 Omnibus Stock Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h)(1) based on the average of the high and low sales
prices per share of the Registration's Common Stock on January 23, 2002 as
reported on the Nasdaq National Market.
(3) Option exercise price.
(4) Calculated under Rule 457(h)(1).
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents of ValueVision International, 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, 2001 (which incorporates by
reference certain portions of the Registrant's 2000 Annual Report
to Shareholders, including financial statements and accompanying
information, and certain portions of the Registrant's definitive
proxy statement for its 2001 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 which 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,
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
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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 Arthur Andersen LLP, Independent Public Accountants.
24 Powers of Attorney (included with signatures to this Registration
Statement).
99(a) ValueVision International, Inc. 2001 Omnibus Stock Plan
99(b) Form of Option Agreement
99(c) Form of Option Agreement
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 twenty percent change
in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
Registration Statement; and
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(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 or Form S-8, 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 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.
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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 25th day of
January, 2002.
VALUEVISION INTERNATIONAL, INC.
By /s/ GENE MCCAFFERY
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Gene McCaffery
Chairman of the Board, President and
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of ValueVision International,
Inc., hereby severally constitute Gene McCaffery, Richard Barnes or 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 International, 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 2nd day of January, 2002 by
the following persons in the capacities indicated:
NAME TITLE
---- -----
Chairman of the Board,
/s/ Gene McCaffery President, Chief Executive
- ------------------------------------------- Officer and Director
Gene McCaffery
Principal Executive Officer
/s/ Richard Barnes Executive Vice President,
- ------------------------------------------- Chief Financial Officer and
Richard Barnes Chief Operating Officer
Principal Financial and Accounting Officer
/s/ Marshall S. Geller Director
- -------------------------------------------
Marshall S. Geller
/s/ Robert J. Korkowski Director
- -------------------------------------------
Robert J. Korkowski
/s/ Paul D. Tosetti Director
- -------------------------------------------
Paul D. Tosetti
Director
- -------------------------------------------
John Flannery
/s/ Mark Begor Director
- -------------------------------------------
Mark Begor
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INDEX TO EXHIBITS
Exhibit
Number Exhibit Manner of Filing
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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)......................Incorporated by Reference
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).................................................Incorporated by Reference
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)..............................................................Incorporated by Reference
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 Arthur Andersen LLP, Independent Public Accountants.....Electronically Filed
24 Powers of Attorney (included with signatures to this Registration
Statement).........................................................Electronically Filed
99(a) ValueVision International, Inc. 2001 Omnibus Stock Plan............Electronically Filed
99(b) Form of Option Agreement...........................................Electronically Filed
99(c) Form of Option Agreement...........................................Electronically Filed
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