-----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, AUNFsyS48Ja8TCOsuxr1D/qW9T8MEDVtkLiYUQpnq6RNmE4aRJcI6RZykA90lSZU qfBUKzWunA8fsONpgbuRWA== 0000950134-05-016707.txt : 20050826 0000950134-05-016707.hdr.sgml : 20050826 20050825200350 ACCESSION NUMBER: 0000950134-05-016707 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050824 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050826 DATE AS OF CHANGE: 20050825 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: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20243 FILM NUMBER: 051050013 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 8-K 1 c98064e8vk.txt FORM 8-K ================================================================================ 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 AUGUST 24, 2005 ------------------------------------------------------ Date of report (Date of earliest event reported) VALUEVISION MEDIA, INC. -------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) MINNESOTA 0-20243 41-1673770 - ------------------------ ------------------------ -------------------- (State of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 6740 SHADY OAK ROAD EDEN PRAIRIE, MINNESOTA 55344-3433 - ---------------------------------------- -------------------------- (Address of principal executive offices) (Zip Code) Telephone Number: (952) 943-6000 ----------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) 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 (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. The board of directors of the registrant confirmed on August 24, 2005 the following changes to the annual and other fees payable for service on the board and its committees, from the information contained in the registrant's annual proxy statement dated May 24, 2005: (i) no meeting fees for board or committee meetings will be paid, instead of paying $2,000 for in-person board meetings, $1,000 for telephonic board meetings and $500 for committee meetings; (ii) the annual retainer for directors is increased from $32,000 to $40,000; and (iii) members of the audit committee (other than the committee chairman who will continue to receive an annual retainer of $20,000) will receive an additional annual retainer of $10,000. ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. ValueVision Media, Inc announced on August 24, 2005 that George A. Vandeman has joined its board of directors and will chair the governance and nominating committee of the board. He has also joined the human resources and compensation committee as a member. Mr. Vandeman has been the principal of Vandeman & Co., a private investment firm, since he retired in July 2000 from Amgen Inc., the world's largest biotechnology company. In addition to his investment activities, Mr. Vandeman continues as a part-time Special Advisor to Amgen. From 1995 to 2000, Mr. Vandeman was Senior Vice President and General Counsel of Amgen and a member of its Operating Committee. Immediately prior to joining Amgen in July 1995, Mr. Vandeman was a senior partner and head of the Mergers and Acquisitions practice at the international law firm of Latham & Watkins, where he worked for nearly three decades. Mr. Vandeman was elected by the board to fill the vacancy created by Mr. Allen Morgan's resignation on August 24, 2005. Mr. Morgan resigned due to his other time commitments. A copy of the press release is included as Exhibit 99 hereto. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 99 Press Release dated August 24, 2005 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. Date: August 25, 2005 VALUEVISION MEDIA, INC. By Nathan E. Fagre --------------------------------- Nathan E. Fagre Executive Vice President and General Counsel 2 EXHIBIT INDEX
No. Description Manner of Filing 99 Press Release dated August 24, 2005.......................... Furnished Electronically
EX-99 2 c98064exv99.txt PRESS RELEASE EXHIBIT 99 VALUEVISION MEDIA, INC. 6740 SHADY OAK ROAD MINNEAPOLIS, MN 55344-3433 CONTACT: HEATHER S FAULKNER DIRECTOR OF COMMUNICATIONS 952-943-6736, HFAULKNER@SHOPNBC.COM GEORGE VANDEMAN JOINS VALUEVISION MEDIA BOARD OF DIRECTORS - -------------------------------------------------------------------------------- MINNEAPOLIS -- August 24, 2005 -- ValueVision Media, Inc (NASDAQ:VVTV) announced today that George A. Vandeman has joined its Board of Directors and will chair the governance and nominating committee of the Board. Mr. Vandeman has been the principal of Vandeman & Co., a private investment firm, since he retired in July 2000 from Amgen Inc., the world's largest biotechnology company. In addition to his investment activities, Mr. Vandeman continues as a part-time Special Advisor to Amgen. From 1995 to 2000, Mr. Vandeman was Senior Vice President and General Counsel of Amgen and a member of its Operating Committee. At various times during this period, Mr. Vandeman also had responsibility for Amgen's Corporate Development group and its Product Licensing group. In these various capacities, Mr. Vandeman was responsible for the management of Amgen's legal department and the company's mergers and acquisitions and product licensing activities, as well as playing a key role in the company's strategic planning. Immediately prior to joining Amgen in July 1995, Mr. Vandeman was a senior partner and head of the Mergers and Acquisitions practice at the international law firm of Latham & Watkins, where he worked for nearly three decades. In the Mergers and Acquisitions field, Mr. Vandeman represented bidders, targets and financial advisors in corporate control transactions. Mr. Vandeman is a member and past Chair of the Board of Councilors at the University of Southern California Law School. Mr. Vandeman received a BA degree in 1963 and JD degree in 1966 from the University of Southern California. "George brings a wealth of experience to our board. I look forward to working with him and gaining the benefit of his broad business and legal background," said William J. Lansing, President and CEO of ValueVision." Mr. Vandeman replaces Mr. Allen Morgan, who has resigned due to other time commitments. "I'd like to thank Allen for his contributions and leadership during his tenure," continued Lansing. ABOUT VALUEVISION MEDIA, INC Founded in 1990, ValueVision Media is an integrated direct marketing company that sells its products directly to consumers through television, the Internet, and direct mail. For more information, please visit www.valuevisionmedia.com or www.shopnbc.com. This release contains certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and are accordingly 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 spending and debt levels; interest rates; competitive pressures on sales, pricing and gross profit margins; the level of cable distribution for the Company's programming and the fees associated therewith; the success of the Company's e-commerce and rebranding initiatives; the performance of its equity investments; the success of its strategic alliances and relationships; the ability of the Company to manage its operating expenses successfully; risks associated with acquisitions; changes in governmental or regulatory requirements; litigation or governmental proceedings affecting the Company's operations; and the ability of the Company 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. 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. -----END PRIVACY-ENHANCED MESSAGE-----