As filed with the Securities and Exchange Commission on December 21, 2006
Registration No. 333-
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UNITED STATES
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 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
EDEN PRAIRIE, MINNESOTA 55344-3433
(Address of principal executive offices) (Zip Code)
VALUEVISION MEDIA, INC. 2004 OMNIBUS STOCK PLAN (AS AMENDED AND RESTATED JUNE 21, 2006)
OPTION AGREEMENT BETWEEN THE REGISTRANT AND JIM GILBERTSON DATED AS OF NOVEMBER 30, 2005
(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
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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.
90 South Seventh Street 6740 Shady Oak Road
Minneapolis, Minnesota 55402-3901 Eden Prairie, Minnesota 55344-3433
(612) 766-7000 (952) 943-6117
REGISTRATION FEE
<Table>
<Caption>
============================================================= ============= =========== ============== =============
Proposed Proposed
Amount Maximum Maximum
To Be Offering Aggregate Amount of
Title of Each Class of Securities to Registered Price Per Offering Registration
Be registered (1) Share Price Fee
- ------------------------------------------------------------- ------------- ----------- -------------- -------------
VALUEVISION MEDIA, INC. 2004 OMNIBUS STOCK PLAN
- ------------------------------------------------------------- ------------- ----------- -------------- -------------
Additional Shares Reserved for Future Grants 2,000,000 $12.42(2) $24,840,000 $2,658
- ------------------------------------------------------------- ------------- ----------- -------------- -------------
Common stock, $.01 par value 50,000 $10.93(3) $546,500 $59
============================================================= ============= =========== ============== =============
</Table>
(1) This registration statement will also cover any additional shares of
common stock that become issuable under the ValueVision Media, Inc.
2004 Omnibus Stock Plan (as amended and restated June 21, 2006) by
reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without the registrant's receipt of
consideration that results in an increase in the number of the
outstanding shares of the registrant's common stock.
(2) Estimated solely for the purpose of determining the registration fee.
Computed in accordance with Rule 457(h) and 457(c) of the Securities
Act of 1933. This computation is based on the average of the high and
low prices as reported on the Nasdaq Global Market on December 19,
2006.
(3) Option exercise price
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VALUEVISION MEDIA, INC.
EXPLANATORY NOTE
This registration statement on Form S-8 is being filed for the purpose
of registering 50,000 shares of the registrant's common stock to be issued
pursuant to that certain option agreement between the registrant and Jim
Gilbertson dated as of November 30, 2005, as well as an additional 2,000,000
shares of the registrant's common stock issued or to be issued pursuant to the
ValueVision Media, Inc. 2004 Omnibus Stock Plan (as amended and restated June
21, 2006), known as the plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents of the registrant 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 registrant
for the fiscal year ended February 4, 2006 (which incorporates
by reference certain portions of the registrant's 2006 Annual
Report to Shareholders, including financial statements and
accompanying information, and certain portions of the
registrant's definitive proxy statement for its 2006 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 registrant'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 registrant 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 registrant 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:
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(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 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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Commission, such indemnification is against
public policy as expressed in the Securities Act of 1933, and is therefore
unenforceable.
The registrant also maintains a director and officer insurance policy
to cover the registrant, its directors and its officers against certain
liabilities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
Exhibit
3.1 Sixth Amended and Restated Articles of Incorporation of the
Registrant, as amended (incorporated herein by reference to
the Registrant's Quarterly Report on Form 10-QSB, for the
quarter ended August 31, 1994, filed on September 13, 1994
(File No. 000-20243))
3.2 Certificate of Designation of Series A Redeemable Convertible
Preferred Stock (incorporated herein by reference to the
Registrant's Current Report on Form 8-K dated April 15, 1999,
filed on April 29, 1999 (File No. 000-20243))
3.3 Articles of Merger (incorporated herein by reference to the
Registrant's Current Report on Form 8-K dated May 16, 2002,
filed on May 17, 2002 (File No. 000-20243))
3.4 Amended and Restated Bylaws of the Registrant (incorporated
herein by reference to the Registrant's Quarterly Report on
Form 10-QSB, for the quarter ended August 31, 1994, filed on
September 13, 1994 (File No. 000-20243))
5 Opinion of Faegre & Benson LLP, counsel for the Registrant
10.1 ValueVision Media, Inc. 2004 Omnibus Stock Plan (as Amended
and Restated June 21, 2006) (incorporated herein by reference
to the Registrant's Proxy Statement prepared in connection
with its annual meeting of shareholders held on June 21, 2006,
filed on May 23, 2006 (File No.
000-20243))+
10.2 Form of Stock Option Agreement (Employees) under ValueVision
Media, Inc. 2004 Omnibus Stock Plan (incorporated herein by
reference to the Registrant's Current Report on Form 8-K dated
January 14, 2005, filed on January 14, 2005 (File No.
000-20243))+
10.3 Form of Stock Option Agreement (Executive Officers) under
ValueVision Media, Inc. 2004 Omnibus Stock Plan (incorporated
herein by reference to the Registrant's Current Report on Form
8-K dated January 14, 2005, filed on January 14, 2005 (File
No. 000-20243))+
10.4 Form of Stock Option Agreement (Executive Officers) under
ValueVision Media, Inc. 2004 Omnibus Stock Plan (incorporated
herein by reference to the Registrant's Current Report on Form
8-K dated January 14, 2005, filed on January 14, 2005 (File
No. 000-20243))+
10.5 Form of Stock Option Agreement (Directors - Annual Grant)
under ValueVision Media, Inc. 2004 Omnibus Stock Plan
(incorporated herein by reference to the Registrant's Current
Report on Form 8-K dated January 14, 2005, filed on January
14, 2005 (File No. 000-20243))+
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10.6 Form of Stock Option Agreement (Directors - Other Grants)
under ValueVision Media, Inc. 2004 Omnibus Stock Plan
(incorporated herein by reference to the Registrant's Current
Report on Form 8-K dated January 14, 2005, filed on January
14, 2005 (File No. 000-20243))+
10.7 Option Agreement between the Registrant and Jim Gilbertson
dated as of November 30, 2005+
23.1 Consent of Faegre & Benson LLP (included in Exhibit 5 to this
Registration Statement).
23.2 Consent of Deloitte & Touche LLP, Independent Registered
Public Accounting Firm.
24 Powers of Attorney (included with signatures to this
Registration Statement).
- -------------------
+ Management compensatory plan/arrangement
ITEM 9. UNDERTAKINGS
The undersigned Registrant 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 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 Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(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 (1)(i) and (1)(ii) above do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining liability under the
Securities Act of 1933, each such 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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 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
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
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Registrant has been advised that in the opinion of the 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 registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant 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 Registrant 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 Eden Prairie, State of Minnesota on the 21st day of
December, 2006.
VALUEVISION MEDIA, INC.
By /s/ Frank P. Elsenbast
---------------------------------
Frank P. Elsenbast
Senior Vice President Finance and
Chief Financial Officer
POWERS OF ATTORNEY
We, the undersigned officers and directors of ValueVision Media, Inc.,
hereby severally constitute William J. Lansing, Frank P. Elsenbast 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 December 21, 2006 by the
following persons in the capacities indicated:
<Table>
<Caption>
NAME TITLE
- ----------------------------------------------------------------- --------------------------------------------
/s/ William J. Lansing Chief Executive Officer, President and
- ----------------------------------------------------------------- Director (Principal Executive Officer)
William J. Lansing
Senior Vice President Finance
/s/ Frank P. Elsenbast and Chief Financial Officer
- ----------------------------------------------------------------- (Principal Financial and Accounting Officer)
Frank Elsenbast
/s/ Marshall S. Geller Chairman of the Board
- -----------------------------------------------------------------
Marshall S. Geller
/s/ James J. Barnett Director
- -----------------------------------------------------------------
James J. Barnett
/s/ John D. Buck Director
- -----------------------------------------------------------------
John D. Buck
- ----------------------------------------------------------------- Director
Ron Herman
/s/ Douglas V. Holloway Director
- -----------------------------------------------------------------
Douglas V. Holloway
/s/ Robert J. Korkowski Director
- -----------------------------------------------------------------
Robert J. Korkowski
/s/ Jay Ireland Director
- -----------------------------------------------------------------
Jay Ireland
/s/ George A. Vandeman Director
- -----------------------------------------------------------------
George A. Vandeman
</Table>
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INDEX TO EXHIBITS
<Table>
<Caption>
Exhibit
- -------
3.1 Sixth Amended and Restated Articles of Incorporated herein by reference to
Incorporation of the Registrant, as amended the Registrant's Quarterly Report on
Form 10-QSB, for the quarter ended
August 31, 1994, filed on September
13, 1994 (File No. 000-20243)
3.2 Certificate of Designation of Series A Redeemable Incorporated herein by reference to
Convertible Preferred Stock the Registrant's Current Report on
Form 8-K dated April 15, 1999, filed
on April 29, 1999 (File No. 000-20243)
3.3 Articles of Merger Incorporated herein by reference to
the Registrant's Current Report on
Form 8-K dated May 16, 2002, filed on
May 17, 2002 (File No. 000-20243)
3.4 Amended and Restated Bylaws of the Registrant Incorporated herein by reference to the
Registrant's Quarterly Report on Form 10-QSB,
for the quarter ended August 31, 1994,
filed on September 13, 1994 (File No. 000-20243)
5 Opinion of Faegre & Benson LLP, counsel for the
Registrant Filed Electronically
10.1 ValueVision Media, Inc. 2004 Omnibus Stock Plan Incorporated herein by reference to the
(as Amended and Restated June 21, 2006) Registrant's Proxy Statement prepared in
connection with its annual meeting of
shareholders held on June 21, 2006, filed
on May 23, 2006 (File No. 000-20243)
10.2 Form of Stock Option Agreement (Employees) under Incorporated herein by reference to the
ValueVision Media, Inc. 2004 Omnibus Stock Plan Registrant's Current Report on Form 8-K dated
January 14, 2005, filed on January 14, 2005
(File No. 000-20243)
10.3 Form of Stock Option Agreement (Executive Incorporated herein by reference to
Officers) under ValueVision Media, Inc. 2004 the Registrant's Current Report on
Omnibus Stock Plan Form 8-K dated January 14, 2005, filed
on January 14, 2005 (File No. 000-20243)
10.4 Form of Stock Option Agreement (Executive Incorporated herein by reference to
Officers) under ValueVision Media, Inc. 2004 the Registrant's Current Report on
Omnibus Stock Plan Form 8-K dated January 14, 2005, filed
on January 14, 2005 (File No. 000-20243)
10.5 Form of Stock Option Agreement (Directors - Incorporated herein by reference to
Annual Grant) under ValueVision Media, Inc. 2004 the Registrant's Current Report on
Omnibus Stock Plan Form 8-K dated January 14, 2005, filed
on January 14, 2005 (File No. 000-20243)
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10.6 Form of Stock Option Agreement (Directors - Other Incorporated herein by reference to
Grants) under ValueVision Media, Inc. 2004 the Registrant's Current Report on
Omnibus Stock Plan Form 8-K dated January 14, 2005, filed
on January 14, 2005 (File No. 000-20243)
10.7 Option Agreement between the Registrant and Jim
Gilbertson dated as of November 30, 2005 Filed Electronically
23.1 Consent of Faegre & Benson LLP Included in Exhibit 5 to this Registration Statement
23.2 Consent of Deloitte & Touche LLP, Independent
Registered Public Accounting Firm Filed Electronically
24 Powers of Attorney Included with signatures to this Registration Statement
</Table>
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