0000908834-14-000017.txt : 20140117 0000908834-14-000017.hdr.sgml : 20140117 20140117165750 ACCESSION NUMBER: 0000908834-14-000017 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20140117 DATE AS OF CHANGE: 20140117 EFFECTIVENESS DATE: 20140117 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VALUEVISION MEDIA INC CENTRAL INDEX KEY: 0000870826 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 411673770 STATE OF INCORPORATION: MN FISCAL YEAR END: 0130 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-20243 FILM NUMBER: 14535695 BUSINESS ADDRESS: STREET 1: 6740 SHADY OAK RD CITY: MINNEAPOLIS STATE: MN ZIP: 55344-3433 BUSINESS PHONE: 6129475200 MAIL ADDRESS: STREET 1: 6740 SHADY OAK RAOD CITY: EDEN PRAIRIE STATE: MN ZIP: 55344-3433 FORMER COMPANY: FORMER CONFORMED NAME: VALUEVISION INTERNATIONAL INC DATE OF NAME CHANGE: 19930328 DEFA14A 1 vv_8k0114.htm vv_8k0114.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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):  January 14, 2014
 
 
VALUEVISION MEDIA, INC.
(Exact name of registrant as specified in its charter)
     
     
Minnesota
0-20243
41-1673770
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
 
 
6740 Shady Oak Road,
Eden Prairie, Minnesota 55344-3433
(Address of principal executive offices)
 
 
(952) 943-6000
(Registrant’s telephone number, including area code)
 
 
Not applicable
(Former name or former address, if changed since last report)
 
 
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
x
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 
 

 

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
(b)  On January 14, 2014, Robert S. Pick, a director of ValueVision Media, Inc. (the “Company”), resigned as a member of the Company’s Board of Directors effective immediately.  Mr. Pick informed the Company that his resignation was due to considerable time demands associated with his responsibilities at Comcast and NBCUniversal for the foreseeable future.  Mr. Pick did not resign due to any material disagreement with the Company, known to an executive officer of the Company, on any matter relating to the Company’s operations, policies or practices or otherwise.  Comcast has no current plans to appoint a replacement nominee, but is reserving its right to appoint a replacement nominee in the future.  A copy of Mr. Pick’s resignation letter is filed as Exhibit 99.1 to this Form 8-K.
 

Item 8.01.  Other Events.
 
On January 17, 2014, the Company issued a press release announcing a February 13, 2014 record date for Company shareholders entitled to receive notice of, and to vote at, a Special Meeting of Shareholders of the Company scheduled to be held on Friday, March 14, 2014, for the purpose of voting on a series of proposals put forth by Clinton Relational Opportunity Master Fund, L.P., Cannell Capital LLC and certain related persons and entities.   A copy of the press release is filed as Exhibit 99.2 to this Form 8-K.

 
Item 9.01.  Financial Statements and Exhibits.
 
(d) Exhibits
 
 
Exhibit Number
 
Exhibit Title
 
99.1
 
Resignation Letter from Robert S. Pick, dated January 14, 2014
 
99.2
 
Press Release, dated January 17, 2014

 

 
 

 
 
Important Information

This filing and its exhibits may be deemed to be solicitation material in respect of the solicitation of proxies from shareholders in connection with one or more meetings of the Company’s shareholders, including a special meeting of shareholders.  The Company will file with the Securities and Exchange Commission (“SEC”) and provide to its stockholders a proxy statement and a WHITE proxy card in connection with any such shareholder meeting.  The Company, its directors and certain of its executive officers and employees may be deemed to be participants in the solicitation of proxies from shareholders in connection with any such shareholder meeting.  Information concerning the interests of these directors and executive officers in connection with the matters to be voted on at any such meeting will be included in the proxy statement filed by the Company with the SEC in connection with any such meeting.  In addition, the Company files annual, quarterly and special reports, proxy and information statements, and other information with the SEC.  Any proxy statement, any other relevant documents and any other material filed with the SEC concerning the Company will be, when filed, available free of charge at the SEC website at http://www.sec.gov. SHAREHOLDERS ARE URGED TO READ CAREFULLY ANY SUCH PROXY STATEMENT FILED BY THE COMPANY AND ANY OTHER RELEVANT DOCUMENTS FILED WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION WITH RESPECT TO PARTICIPANTS.

 
 

 
 
SIGNATURE
 
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 hereto duly authorized.
 
   
Date: January 17, 2014
VALUEVISION MEDIA, INC.
     
 
By:
/s/ Teresa Dery
   
Teresa Dery
Senior Vice President and General Counsel


 
 

 

EXHIBIT INDEX

Exhibit Number
 
Exhibit Title
99.1
 
Resignation Letter from Robert S. Pick, dated January 14, 2014
99.2
 
Press Release, dated January 17, 2014

 
 
 
 
 

EX-99.1 2 vv_8k0114ex991.htm RESIGNATION LETTER OF ROBERT S. PICK vv_8k0114ex991.htm
Exhibit 99.1
 
 
January 14, 2014
 
 
ValueVision Media, Inc.
6740 Shady Oak Road
Eden Prairie, Minnesota 55344

Attention:
Randy S. Ronning
 
Chairman of the Board

Due to the considerable time demands associated with my responsibilities at Comcast and NBCUniversal for the foreseeable future, I will no longer be able to serve on the Board of Directors of ValueVision Media, Inc. Therefore, it is with regret that I hereby tender my resignation as a Director, effective immediately.  My resignation is not due to any material disagreement with the Company on any matter relating to the company's operations, policies or practices.

I've enjoyed my time on the ValueVision Board of Directors and wish you and the Company great success.
 
Sincerely,

/s/ Robert S. Pick

Robert S. Pick
 
 
 


EX-99.2 3 vv_8k0114ex992.htm PRESS RELEASE vv_8k0114ex992.htm
Exhibit 99.2
 
 

For Immediate Release

VALUEVISION MEDIA ANNOUNCES RECORD DATE FOR
SPECIAL MEETING OF SHAREHOLDERS

MINNEAPOLIS, MN. – January 17, 2014 – ValueVision Media, Inc. (NASDAQ: VVTV) (“ValueVision”), a multichannel electronic retailer via TV, Internet and mobile, today announced that it has established February 13, 2014 as the record date for the previously announced March 14, 2014 special meeting of ValueVision shareholders to consider and vote upon the proposals put forth by Clinton Group and its affiliates (“Clinton”) in the notice letter to ValueVision, dated November 4, 2013 (as filed with Clinton’s Schedule 13D on November 6, 2013).

Questions regarding the solicitation may be addressed to ValueVision or to ValueVision's proxy solicitors, Innisfree M&A Incorporated, 501 Madison Avenue, New York, NY 10022 by mail or toll-free at (877) 456-3442.

Jefferies LLC is acting as financial advisor and Simpson Thacher & Bartlett LLP and Barnes & Thornburg LLP are acting as legal advisors to ValueVision.

 
About ValueVision Media

ValueVision Media, Inc. is a multichannel retailer that enables customers to shop and interact via TV, phone, Internet and mobile in the merchandise categories of Home & Consumer Electronics, Beauty, Health & Fitness, Fashion & Accessories, and Jewelry & Watches. ValueVision is transitioning its consumer brand to ShopHQ from ShopNBC over the balance of fiscal 2013. ValueVision's television network reaches over 86 million cable and satellite homes and is also available nationwide via live streaming at www.shophq.com. Please visit www.shophq.com/ir for more investor information.

 
Forward-Looking Information
 
This release may contain certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements contained herein that are not statements of historical fact may be deemed forward-looking statements. These statements are based on management's current expectations and accordingly are subject to uncertainty and changes in circumstances. Actual results may vary materially from the expectations contained herein due to various important factors, including (but not limited to): consumer preferences, spending and debt levels; the general economic and credit environment; interest rates; seasonal variations in consumer purchasing activities; the ability to achieve the most effective product category mixes to maximize sales and margin objectives; competitive pressures on sales; pricing and gross sales margins; the level of cable and satellite distribution for our programming and the associated fees; our ability to establish and maintain acceptable commercial terms with third-party vendors and other third parties with whom we have contractual relationships, and to successfully manage key vendor relationships; our ability to manage our operating expenses successfully and our working capital levels; our ability to remain compliant with our long-term credit facility covenants;  our ability to successfully transition our brand name; the market demand for television station sales; our management and information systems infrastructure; challenges to our data and information security; changes in governmental or regulatory requirements; litigation or governmental proceedings affecting our operations; significant public events that are difficult to predict, or other significant television-covering events causing an interruption of television coverage or that directly compete with the viewership of our programming; and our ability to obtain and retain key executives and employees. More detailed information about those factors is set forth in the Company's filings with the Securities and Exchange Commission, including the Company's annual report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this announcement. The Company is under no obligation (and expressly disclaims any such obligation) to update or alter its forward-looking statements whether as a result of new information, future events or otherwise.

 
 
 

 
 
Important Information

This release may be deemed to be solicitation material in respect of the solicitation of proxies from shareholders in connection with one or more meetings of the Company’s shareholders, including a special meeting of shareholders.  The Company will file with the Securities and Exchange Commission (“SEC”) and provide to its stockholders a proxy statement and a WHITE proxy card in connection with any such shareholder meeting.  The Company, its directors and certain of its executive officers and employees may be deemed to be participants in the solicitation of proxies from shareholders in connection with any such shareholder meeting.  Information concerning the interests of these directors and executive officers in connection with the matters to be voted on at any such meeting will be included in the proxy statement filed by the Company with the SEC in connection with any such meeting.  In addition, the Company files annual, quarterly and special reports, proxy and information statements, and other information with the SEC.  Any proxy statement, any other relevant documents and any other material filed with the SEC concerning the Company will be, when filed, available free of charge at the SEC website at http://www.sec.gov. SHAREHOLDERS ARE URGED TO READ CAREFULLY ANY SUCH PROXY STATEMENT FILED BY THE COMPANY AND ANY OTHER RELEVANT DOCUMENTS FILED WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION WITH RESPECT TO PARTICIPANTS.

 
Contacts

Media:
Dawn Zaremba
ShopHQ
dzaremba@shophq.com
(952) 943-6043 O

Joele Frank / Tim Lynch / Jed Repko
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449

Investors:
David Collins / Eric Lentini
Catalyst Global LLC
vvtv@catalyst-ir.com
(212) 924-9800 O
(917) 734-0339 M

Arthur Crozier / Scott Winter / Jonathan Salzberger
Innisfree M&A Incorporated
(212) 750-5833