0000950116-95-000432.txt : 19950926 0000950116-95-000432.hdr.sgml : 19950926 ACCESSION NUMBER: 0000950116-95-000432 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950911 ITEM INFORMATION: Acquisition or disposition of assets FILED AS OF DATE: 19950922 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL MEDIA CORP CENTRAL INDEX KEY: 0000070412 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 132658741 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06715 FILM NUMBER: 95575392 BUSINESS ADDRESS: STREET 1: 1700 WALNUT ST CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: 2157725000 MAIL ADDRESS: STREET 1: 1700 WALNUT STREET CITY: PHILADELPHIA STATE: PA ZIP: 19103 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL PARAGON CORP DATE OF NAME CHANGE: 19870827 8-K 1 FORM 8-K 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) September 11, 1995 ------------------ NATIONAL MEDIA CORPORATION ------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) Delaware 1-6715 13-2658741 ---------------------------- ------------------------ ------------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 1700 Walnut Street, Philadelphia, PA 19103 ---------------------------------------- ---------- (Address of principle executive offices) (Zip Code) Registrant's telephone number, including area code (215) 772-5000 ----------------- N/A -------------------------------------------------------------- (Former name or former address, if changed since last report.) ------------------------------ Exhibit Index appears on Page 4 ----- Page 1 of 7 --- --- Item 5. Other Events. On September 11, 1995, National Media Corporation (the "Company") announced that it had reached an agreement to acquire DirectAmerica Corporation ("DirectAmerica") and California Production Group, Inc. ("CPG"), infomercial production companies based in Oxnard, California. Under the terms of the acquisition, the Company will acquire all of the issued and outstanding equity ownership of DirectAmerica and CPG for 554,456 shares of the Company's common stock. Upon completion of the acquisition, DirectAmerica and CPG will be combined to form a wholly-owned subsidiary of the Company and Jack Kirby, Chairman and Chief Executive Officer of DirectAmerica, will serve as Chief Executive Officer of the subsidiary and as Executive Vice President of the Company. The acquisition is subject to completion of a due diligence examination of DirectAmerica and CPG by the Company and the execution of a definitive agreement. A copy of the press release announcing the acquisition is attached hereto as Exhibit 99. Item 7. Financial Statements and Exhibits. (c) Exhibits: 99 Press release of National Media Corporation dated September 11, 1995. -2- 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. NATIONAL MEDIA CORPORATION -------------------------- (Registrant) /s/ Constantinos I. Costalas --------------------------------------------- Constantinos I. Costalas Vice Chairman and Principal Financial Officer Date: September 21, 1995 -3- EXHIBIT INDEX (c) Exhibits: 99 Press release of National Media Corporation dated September 11, 1995. EX-99 2 PRESS RELEASE EXHIBIT 99 NATIONAL MEDIA CORPORATION 1700 Walnut Street Philadelphia, PA 19103 215 o 772-5000 215 o 772-5018 Fax PRESS RELEASE Contact: Bruce Boyle Director of Corporate Communications (215) 772-5152 ------------------------------------------------------------------------------- NATIONAL MEDIA CORPORATION TO ACQUIRE DIRECTAMERICA Transaction Valued at $7 million Philadelphia, PA, September 11, 1995 -- National Media Corporation (NYSE:NM) announced today it has reached an agreement to acquire DirectAmerica, one of the top infomercial production companies in the world. Under the terms of the merger, National Media Corporation will acquire the company for $7 million of National Media Corporation common stock. The total of National Media Corporation common stock to be issued will be equal to, or less than, 2.6 percent of the total stock outstanding on a fully-diluted basis. After the acquisition, the company will become a wholly owned subsidiary of National Media Corporation and retain its name. Brian McAdams, Chairman of the Board of National Media, said, "DirectAmerica has produced many of the highest quality and most profitable infomercials in the business over the last few years, both for National Media and other transactional television companies. The third party royalty stream which we will acquire, in addition to the royalties and certain production fees National Media would pay DirectAmerica over the next several years, will make this acquisition contribute almost immediately to the bottom line, as well as making it non-dilutive on an earnings per share basis." DirectAmerica is based in Oxnard, California. The company has had one or more of its infomercials in the top performers in the industry every week for three years, including infomercials the company has produced for National Media for the "PowerWalk Plus" and "Touchless Car Wax System". Through the acquisition of DirectAmerica, National Media will add the production talents of Jack Kirby, Chairman and Chief Executive Officer of DirectAmerica. Mr. Kirby has had an outstanding media career in syndicated and network news, including positions as executive producer of "The Larry King Show" on radio (where he won a Peabody award); executive producer for "The Charlie Rose Show" on NBC and producer of "Nightwatch" for CBS News. Upon the closing of the acquisition, he will serve as chief executive officer of the DirectAmerica subsidiary and as executive vice president of National Media Corporation. Mr. Kirby said, "We've enjoyed our long association with National Media Corporation and we're very please to be joining the clear global leader in our industry. The marriage of our production capability with National Media's unequaled global distribution system will create a direct marketing powerhouse." Mark P. Hershhorn, President and Chief Executive Officer of National Media Corporation, said, "The strengths of this company are well-known within the industry, particularly their ability to make entertaining infomercials for fitness products, one of our most important categories. To get a profitable production company of this caliber, one that has a track record of finding unique new products, while eliminating fees and royalties we would normally pay them, is a great value." The acquisition is dependent on the consummation of a due diligence examination of DirectAmerica by National Media Corporation and the execution of a definitive agreement. National Media Corporation is the world's largest publicly held infomercial company and has built a strong, integrated, global consumer marketing company through its expertise in direct response television and, with Quantum International, Ltd., brings infomercial programming to more than 200 million households worldwide. * * *