-----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, PSYR8bibLo1qSjhf1DU/LOF49B15VVxeFhOztE+ZAeTViCbVsHigIzjPaWYV8Kjq MC3Sjr9D9AlPRuwWT7U5nw== 0001047469-99-018686.txt : 19990510 0001047469-99-018686.hdr.sgml : 19990510 ACCESSION NUMBER: 0001047469-99-018686 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990505 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990507 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: SEC FILE NUMBER: 001-06715 FILM NUMBER: 99613523 BUSINESS ADDRESS: STREET 1: 15821 VENTURA BOULEVARD STREET 2: SUITE 570 CITY: ENCINO STATE: CA ZIP: 91416 BUSINESS PHONE: 8184616400 MAIL ADDRESS: STREET 1: 15821 VENTURA BOULEVARD STREET 2: SUITE 570 CITY: ENCINO STATE: CA ZIP: 91416 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL PARAGON CORP DATE OF NAME CHANGE: 19870827 8-K 1 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) MAY 5, 1999 ------------------ E4L, INC. --------------------------------------------------------- (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.) 15821 Ventura Boulevard, 5Th Floor, Encino, Ca 91436 - ---------------------------------------------- ----------- (Address of principle executive offices) (Zip Code) Registrant's telephone number, including area code 818-461-6400 --------------- National Media Corporation - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) ------------------------------------ Exhibit Index appears on Page 4 hereof. ITEM 5. OTHER EVENTS. On May 5, 1999, e4L, Inc. announced that it had signed a non-binding letter of intent with BuyItNow, Inc. to jointly form a new company dedicated to global electronic commerce. A copy of the press release announcing the execution of the letter of intent is attached hereto as Exhibit 99 and incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits 99 Press Release, dated May 5, 1999. -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. E4L, INC. (Registrant) Date: May 6, 1998 By: /s/ Daniel M. Yukelson ------------------------ Name: Daniel M. Yukelson Title: Executive Vice President and Chief Financial Officer -3- EXHIBIT INDEX NO. 99 Press Release, dated May 5, 1999, of e4L, Inc. -4- EX-99 2 EX-99 EXHIBIT 99 E4L, INC. AND BUYITNOW.COM FORM NEW GLOBAL E-COMMERCE SUPERSTORE LOS ANGELES, CA - May 5, 1999 - E4L, Inc. (NYSE: ETV) today announced that it has signed a letter of intent with BuyItNow, Inc. to jointly form a new company dedicated to global electronic commerce. The new entity will include BuyItNow.com, a multi-category Internet e-tailer featuring eight individually-branded, product-specialized stores, owned by BuyItNow and found online at WWW.BUYITNOW.COM, e4L, Inc. will contribute: (i) branding and promotions within e4L television and radio media and packages sent to its two million customers; (ii) its online revenues from the sale of its "As seen on TV" products (found at WWW.E4L.COM), (iii) a commitment for up to $10 million of additional financing; and (iv) executive management expertise. Additional electronic commerce assets through mergers, acquisitions, and strategic joint ventures are planned for the new entity, which will operate under the BuyItNow -Registered Trademark- brand and will be managed by the current BuyItNow team. It is contemplated that e4L will own a majority interest in the new company. E4L and BuyItNow anticipate that one or more strategic partners will contribute additional assets in the near future, for which it or they would receive an ownership interest in the new company. The new entity will consider making shares available through an initial public offering at a later date, provided market conditions remain favorable. At such time, e4L anticipates that e4L shareholders could receive a to-be-determined number of shares in the new company as a dividend. Stephen C. Lehman, Chairman and Chief Executive Officer of e4L, Inc. said, "This is a very significant step toward unlocking the value of e4L's television, radio, and Internet infrastructure as a driver of e-commerce. The new company -as a "pure play" electronic commerce and Internet company, backed by e4L's leveraged media and powerful marketing and branding capability - will be a major player in the new world of e-tailing. "BuyItNow.com has built an infrastructure that superserves its customers and allows them to chat live online with the separate store managers and customer service specialists," said Mr. Lehman. "BuyItNow is already one of the most comprehensive e-tailing sites and is ramping its infrastructure and customer base at a tremendous pace. Its spectacular e-commerce platform, combined with e4L's leverage of $120 million in U.S. television media and $80 million in international media, will make BuyItNow.com the destination of choice for online shoppers." Anthony Link, President and Chief Executive Officer of BuyItNow, Inc., said, "The key to success for e-commerce Websites is 'branding, branding, branding'. Consumer awareness is absolutely crucial to attracting shoppers and no other company can match e4L's media leverage and ability to drive a brand. E4L's direct response television already reaches every television household in America and almost a billion people throughout the world. E4L will globally brand BuyItNow by inserting promotions into e4L's current television, radio, and Internet infrastructure. Mr. Link continued, "Obviously, as we successfully developed BuyItNow.com, our first inclination was to immediately pursue an initial public offering. But we quickly recognized that e4L can so turbocharge BuyItNow.com, that it became more compelling for us to defer the initial offering while the new company achieves the brand awareness that e4L can provide. We look forward to joining Steve Lehman and his team in making BuyItNow.com the leading Website for consumers." BuyItNow.com features thousands of brand name products as well as unique, hard-to-find items in a "WebPlaza" -Registered Trademark- concept. It is particularly acclaimed for its customer-friendly online experience, which includes "store managers" or "e-reps" who are highly-trained product specialists to find and explain products; specialists in computer hardware, software and the Internet to help with any online shopping problems; and fast turnaround of customer delivery. BuyItNow offers money-back guaranteed low prices, 100% satisfaction, and on-line security. The "stores" in its virtual shopping center include: - ElectronicCentral.com (cameras, security systems, stereos, etc.) - ForAKid.com (arts and crafts, preschool, stuffed animals, toys, etc.) - ForTheKitchen.com (bakeware, cookbooks, cutlery, gourmet gadgets, etc.) - Gift-O-Rama.com (cigars, collector items, games, personal care, etc) - HouseDecor.com (candles, Christmas, clocks, lamps, vases, etc.) - OutsideLiving.com (barbecues, landscaping tools, furniture, etc.) - Tooling Around (automotive, cordless tools, power tools, etc.) - YourHomeCenter.com (bath fixtures, ceiling fans, heaters, lighting, etc.) The transaction between e4L, Inc. and BuyItNow is subject to execution of a definitive agreement, approval of the BuyItNow shareholders, and regulatory approvals. BT Alex. Brown Incorporated served as financial advisor to the new entity. E4L, Inc., the world's largest publicly held direct response television company, sells consumer products via television, radio and the Internet. The Company uses this multimedia infrastructure to leverage its e-commerce platform. E4L broadcasts more than 3,000 half hours of programming each week throughout the world, reaches 100% of television homes in the United States, brings its programming to more than 370 million television households in more than 70 countries worldwide, and provides video programming and shopping over the Internet. Some of its most recent infomercial products are described at its home page - WWW.E4L.COM; its infomercials can be viewed online at WWW.BROADCAST.COM/SHOPPING/; and e4L's membership-based buying service offering 800,000 products over the Internet can be found at WWW.EVERYTHING4LESS.COM . E4L simulcasts its Everything4Less Show over radio and the Internet, where the Show is viewed and heard on a real time basis at WWW.BROADCAST.COM/SHOPPING/. This press release contains forward-looking statement regarding potential future events and developments affecting the business of the Company. The Company wishes to take advantage of certain "safe harbor" provisions regarding forward-looking statements. 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 direct response or electronic commerce industries. 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 and the electronic commerce industry, the inherent difficulty in identifying successful products, locating efficient suppliers of such products and bringing such products to market in a timely fashion, the uncertainty of the marketplace for initial public offerings and/or for mergers and acquisitions, 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. For a description of additional risks and uncertainties, please refer to the Company's filings with the Securities and Exchange Commission; including the Company's Annual report and Quarterly Reports. ************************************************** Contact: Bruce Goodman Claudia de Llano 818.461.6510 818.461.6467 BRUCE.GOODMAN@E4L.COM CLAUDIA.DELLANO@E4L.COM Contact: Marcellus Taylor 918.294.6000 MTAYLOR@BUYITNOW.COM [To request previous press releases on e4L, Inc. or an investors package, please contact Suzanne Flaig at (818) 461-6461.] -----END PRIVACY-ENHANCED MESSAGE-----