8-K

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                                  UNITED STATES
                       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)   November 16, 2000
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                         VALUEVISION INTERNATIONAL, INC.
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             (Exact name of registrant as specified in its charter)


        MINNESOTA                       0-22043               41-1673770
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(State or other jurisdiction)   (Commission File Number)     (IRS Employer
      of incorporation                                     Identification No.)




6740 SHADY OAK ROAD
EDEN PRAIRIE                                                      55344-3433
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(Address of principal executive offices)                          (Zip Code)


Registrant's telephone number, including area code      (952) 947-5200
                                                  ------------------------------




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Item 5.  Other Events.

         On November 22, 2000, ValueVision International, Inc. (the "Company")
announced that it had entered into a Trademark License Agreement dated as of
November 16, 2000 (the "License Agreement") with National Broadcasting Company,
Inc. ("NBC") pursuant to which NBC granted the Company an exclusive, worldwide
license (the "License") for a term of 10 years to use certain NBC trademarks,
service marks and domain names to rebrand the Company's business and corporate
name on the terms and conditions set forth in the License Agreement. In
connection with the License Agreement, the Company issued to NBC warrants (the
"Warrants") to purchase 6,000,000 shares of the Company's common stock, par
value $.01 per share (the "Common Stock"), with an exercise price of $17.375 per
share, the closing price of a share of Common Stock on the Nasdqaq National
Market on November 16, 2000. The Warrants vest in one-third increments, with
one-third exercisable immediately, and the remaining Warrants vesting on each of
the first two anniversaries of the License Agreement.

         The Company has also agreed under the License Agreement to (i)
restrictions on using (including sublicensing) any trademarks, service marks,
domain names, logos or other source indicators owned or controlled by NBC or its
affiliates in connection with certain permitted businesses (the "Permitted
Businesses") before the agreement of NBC to such use, (ii) the loss of its
rights under the grant of the License with respect to specific territories
outside of the United States in the event the Company fails to achieve and
maintain certain performance targets, (iii) amend and restate the current
Registration Rights Agreement dated as of April 15, 1999 among the Company, NBC
and GE Capital Equity Investments, Inc. ("GECEI") so as to increase the demand
rights held by NBC and GECEI from four to five, among other things, (iv) not,
either directly or indirectly, own, operate, acquire or expand its business to
include any businesses other than the Permitted Businesses without NBC's prior
consent for so long as the Company's corporate name includes the trademarks or
service marks owned or controlled by NBC, (v) strictly comply with NBC's privacy
policies and standards and practices, and (vi) until the earlier of the
termination of the License Agreement or the lapse of certain contractual
restrictions on NBC, either directly or indirectly, not own, operate, acquire or
expand the Company's business such that one third or more of the Company's
revenues or its aggregate value is attributable to certain services provided
over the Internet. The License Agreement also grants to NBC the right to
terminate the License Agreement at any time upon certain changes of control of
the Company, the failure by NBC to own a certain minimum percentage of the
outstanding capital stock of the Company on a fully-diluted basis, the failure
of NBC and the Company to agree on new trademarks, service marks or related
intellectual property rights, and certain other related matters. In certain
events, the termination by NBC of the License Agreement may result in the
acceleration of vesting of the Warrants.

Item 7.  Exhibits.

         99. Press Release of ValueVision International, Inc. dated November 21,
2000.


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                                   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, thereunto duly authorized.


                                       VALUEVISION INTERNATIONAL, INC.



Date:  November 27, 2000               By  /s/  Nathan E. Fagre
                                         ---------------------------------------
                                           Nathan E. Fagre
                                           Senior Vice President and
                                           General Counsel


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                                  EXHIBIT INDEX



No.      Exhibit No.                                                       Page

99.      Press Release of ValueVision International, Inc.
         dated November 21, 2000.                                            5

EX-99

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        VALUEVISION AND NBC TO REBRAND HOME SHOPPING CHANNEL AND WEB SITE

       The ValueVision Network and Companion Internet Site to be Rebranded
                              With NBC-Branded Name

       Network's Short Term Plan to Aggressively Pursue Additional Vendor
                                 Air-Time Sales

MINNEAPOLIS - NOVEMBER 21, 2000 -VALUEVISION INTERNATIONAL, INC. (NASDAQ: VVTV),
a leading national home shopping network, today announced that it has entered
into a licensing agreement with NBC to rebrand the ValueVision Network and its
companion Internet site (www.vvtv.com) with an NBC-branded name.

Under the terms of the agreement, NBC will grant ValueVision worldwide use of an
NBC-branded name and the Peacock image for 10 years. The new name will be
unveiled as part of a wide-ranging marketing campaign that will launch in spring
2001.

As part of the rebranding agreement, NBC and ValueVision have agreed to explore
further joint opportunities, including promotional related services and
merchandising opportunities, as well as promotional coordination and planning
between NBC and the rebranded network.

Leveraging NBC resources and the new name of the rebranded ValueVision Network,
short-term plans for the network include an aggressive vendor air-time
programming sales effort from ValueVision's Senior Vice President of Sales Roy
Seinfeld and his sales force. Mr. Seinfeld is a seasoned network sales executive
who recently joined ValueVision from Fox Sports, where he served as Vice
President of Network Ad Sales. With additional vendor programming sales as one
of ValueVision's highest priorities, he will focus on a target audience of
branded cataloguers, retailers, and manufacturers.

"We are delighted to extend our existing relationship with ValueVision through
this strategic partnership and look forward to welcoming them as a branded
member of the NBC family," said Mark Begor, CFO and President, NBC Business
Development and Interactive Media. "This agreement clearly demonstrates our
commitment to supporting ValueVision's continued growth and success, and we look
forward to sharing in the development of future opportunities together."

"We are extremely excited about this announcement," said Gene McCaffery,
Chairman and Chief Executive Officer of ValueVision. "The new NBC-branded name
will not only bring immediate brand recognition for all of our television
consumers and potential vendor air-time partners, but also increase our
visibility and value in the financial community. Ultimately, the rebranding is
intended to leverage the strength of the NBC brand, positioning our company as a
growing force in the home shopping industry and at the forefront of TV-Internet
convergence."

ABOUT VALUEVISION INTERNATIONAL
ValueVision International, Inc. is a cable and satellite broadcasting company
that owns and




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operates a leading national home shopping network, ValueVision TV. ValueVision
also provides corporate Internet services for its strategic partners, such as
webcasting, fulfillment, order processing, and customer service. ValueVision
offers live programming 24 hours a day, 365 days a year. As of July 31, 2000,
approximately 36 million homes are able to receive the Company's programming on
either a full- or part-time basis. Additionally, the programming appears live on
the Company's Web site via webcasting. ValueVision is approximately 44% owned by
GE Equity and NBC. For more information, please see the Company's Web site
(vvtv.com).

VALUEVISION INTERNATIONAL SAFE HARBOR
The Private Securities Litigation Reform Act of 1995 provides a "Safe Harbor"
for forward-looking statements. Certain information included in this news
release contains statements that are forward-looking such as statements relating
to increased revenue and subscriber distribution, the Company's future
profitability, entrance into e-commerce, the success of the Company's Internet
initiatives, the timing of relaunching the network, the success of the Ralph
Lauren Media joint venture, and the continuing success in developing and
executing against new strategic alliances (including the GE Equity, NBC, and
Ralph Lauren Media alliances) and relationships (including the Yahoo!
relationship). There are certain important factors, such as consumer spending
and debt levels, interest rates, competitive pressure on sales and pricing, and
the maintenance of distribution of the Company's programming that could cause
results to differ materially from those forward-looking statements. Investors
are cautioned that all forward-looking statements involve risks and uncertainty,
including the possibility that revenues and cable distribution will not
continually increase, that gross profit margins will decrease, that e-commerce
and the Company's rebranding will not be successful, the successful performance
of its equity investments, and other strategic alliances (including the GE
Equity, NBC and Ralph Lauren Media alliances) and relationships (including the
Yahoo! relationship) may not result in increased revenues, earnings, or
subscribers. For more information on the potential factors that could affect the
Company's financial results, investors should refer to the Company's recent
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.