-----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, TS4rucSu9K4cW5jMv8UtAe1rFE5mSf0obdykvwg0pZC4HoXjKl7uOxTPz0dpH32l Zl2//bt/x0EuM6TrGyuwzQ== 0000950124-99-004483.txt : 19990809 0000950124-99-004483.hdr.sgml : 19990809 ACCESSION NUMBER: 0000950124-99-004483 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990806 EFFECTIVENESS DATE: 19990806 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VALUEVISION INTERNATIONAL INC CENTRAL INDEX KEY: 0000870826 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 411673770 STATE OF INCORPORATION: MN FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-84705 FILM NUMBER: 99679937 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 S-8 1 FORM S-8 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 6, 1999 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 charter) MINNESOTA (State or other jurisdiction of incorporation) 41-1673770 (I.R.S. employer identification number) 6740 SHADY OAK ROAD EDEN PRAIRIE, MN 55344 (Address of principal executive offices) SECOND AMENDED VALUEVISION INTERNATIONAL, INC. 1990 STOCK OPTION PLAN (Full title of Plan) GENE MCCAFFERY CHIEF EXECUTIVE OFFICER VALUEVISION INTERNATIONAL, INC. 6740 SHADY OAK ROAD EDEN PRAIRIE, MN 55344 (Name and address of agent for service) Copies to: WILLIAM M. MOWER, ESQ. DAVID T. QUINBY, ESQ. MASLON EDELMAN BORMAN & BRAND VICE PRESIDENT AND GENERAL COUNSEL 3300 NORWEST CENTER VALUEVISION INTERNATIONAL, INC. MINNEAPOLIS, MINNESOTA 55402 6740 SHADY OAK ROAD (612) 672-8200 EDEN PRAIRIE, MN 55344 CALCULATION OF REGISTRATION FEE
================================================================================================================================= Title of Proposed Maximum Proposed Maximum of Securities to be Amount to be Offering Price Aggregate Amount of Registered Registered Per Share (1) Offering Price Registration Fee - --------------------------------------------------------------------------------------------------------------------------------- Common Stock ($0.01 par value per share) 1,100,000 $24.9375 $27,431,250.00 $7,625.89 - ---------------------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for purposes of computing the registration fee in accordance with Rule 457(h) and based upon the average of the high and low prices of the Common Stock on the Nasdaq National Market on August 4, 1999. 2 PART II INFORMATION NOT REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents filed by the registrant with the Securities and Exchange Commission are incorporated herein by reference and made a part hereof: (a) The contents of the registrant's Registration Statement on Form S-8 (Registration No. 33-60549) and the documents incorporated by reference therein and made a part thereof, filed on April 2, 1993; (b) The contents of the registrant's Registration Statement on Form S-8 (Registration No. 33-68646) and the documents incorporated by reference therein and made a part thereof, filed on September 10, 1993; (c) The contents of the registrant's Registration Statement on Form S-8 (Registration No. 33-96950) and the documents incorporated by reference therein and made a part thereof, filed on September 14, 1995; (d) The registrant's Annual Report on Form 10-K for the fiscal year ended January 31, 1999; (e) The registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 1999; (f) The registrant's Current Reports on Form 8-K filed on April 6, 1999, May 7, 1999, August 3, 1999 and August 5, 1999, and Form 8-K/A filed on August 6, 1999; and (g) The description of the registrant's common stock contained in the registrant's Registration Statement on Form 8-A dated May 22, 1992. All documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Item 8. Exhibits. 5 Opinion of Maslon Edelman Borman & Brand, LLP. 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Maslon Edelman Borman & Brand (contained in Exhibit 5). 25 Power of Attorney (included on page 5). 2 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the 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 Minneapolis, State of Minnesota, on August 6, 1999. ValueVision International, Inc., Registrant By /s/ Gene McCaffery ------------------------------------------------------ Gene McCaffery, Chief Executive Officer We, the undersigned officers and directors of ValueVision International, Inc., hereby severally constitute Gene McCaffery or Edwin Pohlman, 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 6th day of August, 1999, by the following persons in the capacities indicated: NAME TITLE /s/ Gene McCaffery Chief Executive Officer and Director - ----------------------------- Gene McCaffery /s/ Edwin Pohlmann Executive Vice President, Chief Operating - ----------------------------- Officer and Chief Accounting Officer Edwin Pohlmann /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/ Stuart Goldfarb Director - ----------------------------- Stuart Goldfarb /s/ John Flannery Director - ----------------------------- John Flannery 3 4 EXHIBITS EXHIBIT NUMBER DESCRIPTION OF EXHIBIT - -------------- ---------------------- 5 Opinion of Maslon Edelman Borman & Brand, LLP. 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Maslon Edelman Borman & Brand (contained in Exhibit 5). 25 Power of Attorney (included on page 5). 4 EX-5 2 OPINION OF MASLON EDELMAN BORMAN & BRAND,LLP 1 EXHIBIT 5 August 6, 1999 ValueVision International, Inc. 6740 Shady Oak Road Eden Prairie, MN 55344 Re: Registration Statement on Form S-8 Ladies and Gentlemen: We have acted on behalf of ValueVision International, Inc. (the "Company") in connection with a Registration Statement on Form S-8 filed by the Company with the Securities and Exchange Commission (the "Registration Statement"), relating to 1,100,000 additional shares of Common Stock, $0.01 par value (the "Shares") to be issued by the Company pursuant to the terms of the Company's Second Amended ValueVision International, Inc. 1990 Stock Option Plan, as amended (the "Plan"). Upon examination of such corporate documents and records as we have deemed necessary or advisable for the purposes hereof and including and in reliance upon certain certificates by the Company, it is our opinion that: 1. The Company is a validly existing corporation in good standing under the laws of the State of Minnesota. 2. The Shares, when issued and paid as contemplated by the Plan and when delivered against payment therefor in the manner contemplated by the Plan, will be validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement Very truly yours, MASLON EDELMAN BORMAN & BRAND, LLP By: /s/ William M. Mower EX-23.1 3 CONSENT OF ARTHUR ANDERSEN LLP 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement on Form S-8 of our report dated March 15, 1999 included in ValueVision International, Inc.'s Form 10-K for the fiscal year ended January 31, 1999 and to all references to our Firm included in this registration statement. /s/ ARTHUR ANDERSEN LLP Minneapolis, Minnesota August 5, 1999 -----END PRIVACY-ENHANCED MESSAGE-----