-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IXFyhyDqA1prUlC2jlI4pD0oNZFciUFWcw1YpBMtmBLcvD7N5B3s2SSzsYLTn94c CzuHtrqJovtljKvdFzN+rA== 0001036050-97-000446.txt : 19970703 0001036050-97-000446.hdr.sgml : 19970703 ACCESSION NUMBER: 0001036050-97-000446 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970630 ITEM INFORMATION: Other events FILED AS OF DATE: 19970702 SROS: NYSE 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: 97635089 BUSINESS ADDRESS: STREET 1: ELEVEN PENN CENTER SUITE 1100 STREET 2: 1835 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: 2159884600 MAIL ADDRESS: STREET 1: ELEVEN PENN CENTER SUITE 1100 STREET 2: 1835 MARKET 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) June 30, 1997 --------------------- NATIONAL MEDIA CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) Delaware I-6715 13-2658741 - --------------------- ----------------------- --------------------- (State or Other Juris- (Commission File Number) (IRS Employer Identi- diction of Incorporation) fication No.) Eleven Penn Center, Ste. 1100, 1835 Market Street, Philadelphia, PA 19103 - ------------------------------------------------------------------- ---------- (Address of principle executive offices) (Zip Code) Registrant's telephone number, including area code 215-988-4600 ------------------ N/A - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) ____________________________________ Exhibit Index appears on Page 4 hereof. Item 5. Other Events. ------------ On June 30, 1997, National Media Corporation (the "Company") issued a press release announcing that the Company will delay, until July 15, 1997, reporting its final audited financial results for the fiscal year and fiscal quarter ended March 31, 1997. In announcing the delay, the Company disclosed that it expects to report a pre-tax loss of $40 million to $45 million for the fiscal year. A copy of the press release is attached hereto as Exhibit 99 and is incorporated herein by reference. -2- 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. NATIONAL MEDIA CORPORATION (Registrant) Date: July 1, 1997 By: /s/ Brian J. Sisko ----------------------- Name: Brian J. Sisko Title: Senior Vice President -3- EXHIBIT INDEX ------------- No. - --- 99 Press Release, dated June 30, 1997. EX-99 2 PRESS RELEASE 06/30/97 EXHIBIT 99 ---------- National Media Corporation to be Delayed Reporting Fiscal Year and Fourth Fiscal Quarter Results Projects Loss, Including Write-Offs Relating to Acquisition, Inventory, Show Production Philadelphia, PA -- June 30,1997 -- National Media Corporation (NYSE:NM) announced that it expects to report on July 15, 1997 its final audited financial results for the fiscal year and fourth fiscal quarter ended March 31, 1997. In a previous announcement, the Company said it anticipated a loss for the fiscal year and fiscal quarter ended March 31, 1997. In announcing the delay, the Company disclosed that it expects to report a pre-tax loss of $40 million to $45 million, including approximately $25 million in write-offs and/or adjustments, principally related to its prior acquisition of Positive Response Television (PRTV); excess and/or obsolete inventory; the carrying value and amortization of production costs; severance and legal costs, as well as non- recurring costs related to the restructuring of the Company. The Company also announced that, as a result of these losses and its weakened cash position, it is in technical violation of certain financial ratio covenants under its loan agreement with its primary lending institution. As a result of all these events, the Company will receive a "going concern" opinion, rather than an unqualified opinion, from its auditors when the audit of its year-end results is completed. Robert N. Verratti, who came to the Company as President and Chief Executive Officer in May of 1997, said, "As the Company previously announced, National Media Corporation faced significant difficulty -- particularly in its domestic market -- during the latter half of the fiscal year. While we expect these difficulties to continue throughout the first half of the fiscal year , the action plan we've developed for the Company represents positive steps taken to return the Company to profitability." "We have learned, in a very short time, the need to refocus this Company on its strengths. As part of that refocus, the Company is pursuing a business strategy which concentrates on targeted expansion and cost reduction. Through our global relationships and international infrastructure, we will aggressively pursue and expand new and existing global markets. In our more volatile domestic market, our strategy is to aggressively attack fixed costs by substituting variable costs wherever possible. In this way, we can make the Company more nimble and better mitigate the cyclical nature of the domestic business. We have built a team of extremely creative people and we will pursue our strategy to provide resources that all that team to drive our business," Verratti said. Actions taken so far, according to Verratti, include: -- The restructuring of its PRTV subsidiary. Operations at PRTV will account for more than 50 percent of the fiscal year loss. Its operations have now been reduced and refocused, with a potential annualized savings of $3.6 million. Mike Levey, Chief Executive Officer of the PRTV subsidiary and one of the most recognizable on-air talents in the industry, will continue to produce for, and appear in, National Media shows, including the popular "Amazing Discoveries" format. -- Curtail long-term or unprofitable media contracts, which will result in a savings of at least $4 million on an annualized basis. -- Pursue internet and alternative delivery systems, as well as continuity products, in order to further limit the cyclical nature of the business. -- Reengineer the corporate structure and reduce the workforce. -- Outsource the Company's information technology. -- Pursue a strategy to reduce the cost and increase the efficiency of order fulfillment. -- Continue discussions with lending institutions regarding the financing of ongoing global operations. -- Continue discussions regarding potential strategic partnerships and other matters with several interested parties, through its ongoing financial advisory relationship with Lehman Brothers. This press release contains forward-looking statements. The Company wishes to take advantage of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 and is including this statement for the purpose of availing itself of such provisions. Examples of forward-looking statements include, but are not limited to, (i) projections of revenues, income or loss, profitability, earnings or loss per share and other financial indicators, (ii) statements of plans or objectives of the Company's management or Board of Directors and (iii) other statements about the Company or the infomercial industry. The Company's ability to predict projected results or the effect of certain events on the Company's results of operations is inherently uncertain. Therefore the Company wishes to caution each reader of this release to carefully consider certain factors, including competition for customers, media pricing and access, market conditions regarding buyers and sellers of media, the potential effect of litigation involving the Company, the risks of doing business in the U.S. and the international marketplace, issues related to entering new markets, the inherent difficulty in identifying successful products, locating efficient suppliers of such products and bringing such products to market in a timely fashion and other factors, each of which could affect the ability of the Company to achieve its projected results and may cause actual results to differ materially from those expressed herein. *** To request previous press releases on National Media Corporation, please contact PR Newswire at (800) 758-5804 Ext. 604644. -----END PRIVACY-ENHANCED MESSAGE-----