S-8 1 c57604s-8.txt FORM S-8 1 As filed with the Securities and Exchange Commission on September 25, 2000 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 ---------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------- VALUEVISION INTERNATIONAL, 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 55344-3433 EDEN PRAIRIE, MINNESOTA (Zip Code) "WWW.VVTV.COM" (Address of principal executive offices) VALUEVISION INTERNATIONAL, INC. SECOND AMENDED 1990 STOCK OPTION PLAN (Full title of the plan) GENE MCCAFFERY CHAIRMAN OF THE BOARD, 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) 947-5200 ---------------------- copies to: Andrew G. Humphrey, Esq. Nathan E. Fagre, Esq. Faegre & Benson LLP Senior Vice President and General Counsel 2200 Wells Fargo Center ValueVision International, Inc. 90 South Seventh Street 6740 Shady Oak Road Minneapolis, Minnesota 55402 Eden Prairie, Minnesota 55344 (612) 336-3000 (952) 947-5298 ----- ----------------- CALCULATION OF REGISTRATION FEE
======================== ======================== ====================== ===================== ===================== Proposed Proposed maximum Title of Amount maximum aggregate Amount of securities to to be offering price offering registration be registered registered per share (1) price (1) fee ------------------------ ------------------------ ---------------------- --------------------- --------------------- Common Stock, $.01 par value 1,000,000 shares $25.78125 $25,781,250.00 $6,807 ======================== ======================== ====================== ===================== =====================
(1) Estimated solely for the purpose of the registration fee pursuant to Rule 457(h)(1) based on the average of the high and low sales prices per share of the Registrant's Common Stock on September 20, 2000 as reported on the Nasdaq National Market. ================================================================================ 2 EXPLANATORY NOTE This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 1,000,000 shares of the Registrant's Common Stock to be issued pursuant to the Registrant's Second Amended 1990 Stock Option Plan, as amended (the "Plan"). The Registration Statement on Form S-8 previously filed with the Commission relating to the Plan (File No. 333-84705) is incorporated by reference herein. EXHIBITS
Exhibit Description ------- ----------- 5 Opinion of Faegre & Benson LLP 23.1 Consent of Faegre & Benson LLP (contained in Exhibit 5 to this Registration Statement) 23.2 Consent of Arthur Andersen 24 Powers of Attorney (included on page II-1 of this Registration Statement) 99 Second Amended 1990 Stock Option Plan (as amended and restated)
------------------------ 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned 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 September 25, 2000. VALUEVISION INTERNATIONAL, INC. (Registrant) By /s/ GENE MCCAFFERY ------------------------------------------------ Gene McCaffery Chairman of the Board, President and Chief Executive Officer POWER OF ATTORNEY We, the undersigned officers and directors of ValueVision International, Inc., hereby severally constitute Gene McCaffery, Richard Barnes or 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 International, 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 the 25th day of September, 2000 by the following persons in the capacities indicated:
NAME TITLE ---- ----- Chairman of the Board, President, /s/ GENE MCCAFFERY Chief Executive Officer and Director ---------------------------------------------------- Gene McCaffery Principal Executive Officer /s/ RICHARD BARNES Chief Financial Officer ---------------------------------------------------- Richard Barnes Principal Financial and Accounting Officer /s/ MARSHALL S. GELLER Director ---------------------------------------------------- Marshall S. Geller /s/ ROBERT J. KORKOWSKI Director ---------------------------------------------------- Robert J. Korkowski /s/ PAUL D. TOSETTI Director ---------------------------------------------------- Paul D. Tosetti /s/ JOHN FLANNERY Director ---------------------------------------------------- John Flannery
4 INDEX TO EXHIBITS
Method Exhibit Description of Filing ------- ----------- --------- 5 Opinion of Faegre & Benson LLP......................... Filed Electronically 23.1 Consent of Faegre & Benson LLP (contained in its opinion filed as Exhibit 5 to this Registration Statement) 23.2 Consent of Arthur Andersen LLP......................... Filed Electronically 24 Powers of Attorney (included on page II-1 of this Registration Statement) 99 Second Amended 1990 Stock Option Plan (as amended and Filed Electronically restated) .............................................
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