UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) May 16, 2002
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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 File Number) (IRS Employer
of incorporation) 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
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On April 24, 2002, the Board of Directors of ValueVision International,
Inc. (the "Company"), upon recommendation of the Company's audit committee,
decided to discontinue the engagement of Arthur Andersen LLP ("Arthur Andersen")
as the Company's independent auditors and to engage Deloitte & Touche LLP
("D&T") as the Company's independent auditors for the fiscal year ending January
31, 2003, such discontinuance of the engagement of Arthur Andersen and
engagement of D&T to be effective upon the acceptance of such engagement by D&T.
The effective date of the discontinuance of the engagement of Arthur Andersen
and engagement of D&T was May 16, 2002. The appointment of D&T is subject to
shareholder ratification at the Company's 2002 annual meeting of shareholders
scheduled to be held on June 20, 2002.
During the Company's two most recent fiscal years ended January 31,
2002 and January 31, 2001 and through May 15, 2002, there were no disagreements
between the Company and Arthur Andersen on any matters of accounting principles
or practices, financial statement disclosure, or auditing scope or procedures,
which disagreements, if not resolved to the satisfaction of Arthur Andersen,
would have caused Arthur Andersen to make reference to the subject matter of the
disagreements in connection with its report on the consolidated financial
statements of the Company and its subsidiaries for such years, and there were no
reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.
The reports of Arthur Andersen on the consolidated financial statements
of the Company and its subsidiaries for the fiscal years ended January 31, 2002
and January 31, 2001 contained no adverse opinions or disclaimers of opinion,
nor were the reports qualified or modified as to uncertainty, audit scope or
accounting principles.
The Company has provided a copy of the above disclosures to Arthur
Andersen. Attached as Exhibit 16.1 is a copy of Arthur Andersen's letter dated
May 17, 2002, stating its agreement with said statements.
During the years ended January 31, 2002 and January 31, 2001 and
through the date hereof, the Company did not consult D&T with respect to the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the consolidated financial statements of the Company and its subsidiaries, or
any other matters or reportable events as set forth in Items 304(a)(2)(i) and
(ii) of Regulation S-K.
ITEM 5. OTHER EVENTS
Effective May 16, 2002, the Company changed its name to ValueVision
Media, Inc. No other changes were made to the Company's structure and it
continues with the same rights and obligations as the former ValueVision
International, Inc. The Company continues to be listed on the Nasdaq National
Market as VVTV.
The Articles of Merger effecting the name change are attached as
Exhibit 3.1 to this Current Report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits. The following exhibits are filed with this report.
3.1 Articles of Merger dated May 16, 2002.
16.1 Letter from Arthur Andersen LLP to the Securities and
Exchange Commission, dated May 17, 2002.
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 INTERNATIONAL, INC.
Date: May 17, 2002 By /s/ Nathan E. Fagre
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Nathan E. Fagre
Senior Vice President, General
Counsel and Secretary
INDEX TO EXHIBITS
Exhibit
No. Description
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3.1 Articles of Merger dated May 16, 2002
16.1 Letter from Arthur Andersen LLP to the Securities and Exchange Commission, dated
May 17, 2002.