-----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, Eyp6d1ABEN49B/LnNV9ylmAYcUNemuW5w3GsRNSiL8cvVUNCq9bknnEm3YIi+nJ6 SWq6tNyTWuS3VZb+CLZ2ag== 0001299933-09-003076.txt : 20090728 0001299933-09-003076.hdr.sgml : 20090728 20090728171532 ACCESSION NUMBER: 0001299933-09-003076 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090724 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090728 DATE AS OF CHANGE: 20090728 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: 09967969 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 htm_33662.htm LIVE FILING ValueVision Media, Inc. (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

     
Date of Report (Date of Earliest Event Reported):   July 24, 2009

ValueVision Media, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

     
Minnesota 0-20243 41-1673770
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
6740 Shady Oak Road, Eden Prairie, Minnesota   55344-3433
_________________________________
(Address of principal executive offices)
  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   952-943-6000

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:

[  ]  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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 24, 2009, we appointed Edwin P. Garrubbo to our board of directors. Mr. Garrubbo currently is the Chief Executive Officer of Creative Commerce, LLC ("Creative Commerce"), an investment and strategy firm focused on electronic retailing, which he founded in January 2006. Previously, Mr. Garrubbo was chief executive officer of American Telecast Products from 2001 to December, 2005. Mr. Garrubbo has 15 years experience in the electronic retailing industry and is the past Chairman and current board member of the Electronic Retailing Association.

It has not yet been determined on which committees of the Board Mr. Garrubbo will serve.

In connection with his appointment to the board, we granted Mr. Garrubbo options to purchase 30,000 shares of our common stock at an exercise price of $2.98 per share, equal to the fair market value on the date of grant. The options vest immediately and have a term of 10 years from the date of grant. We also gave Mr. Garrubbo a grant of 7,342 shares of restricte d stock, which vests on the day prior to our next annual shareholders meeting, currently scheduled to be held on June 24, 2010. Mr. Garrubbo also will receive our standard director compensation package.

In April 2009, we entered into marketing agreements with Creative Commerce and its subsidiary, International Commerce Agency, LLC ("International Commerce"), under which Creative Commerce and International Commerce agreed to provide consulting services to the Company in the electronic retailing industry. Mr. Garrubbo is the majority owner of both Creative Commerce and International Commerce. Under the agreements, the Company paid to these companies cash retainers in an aggregate amount of $75,000, and the Company also agreed to pay commissions to these companies based on sales of specified products through vendors identified by these companies. To date, no commissions have been paid to Creative Commerce and International Commerce.

A copy of the press release announcing Mr. Garrubbo's appointme nt is included as Exhibit 99 hereto.





Item 9.01 Financial Statements and Exhibits.

99 Press Release dated July 27, 2009.






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.

         
    ValueVision Media, Inc.
          
July 28, 2009   By:   Nathan E. Fagre
       
        Name: Nathan E. Fagre
        Title: Senior Vice President, General Counsel and Secretary


Exhibit Index


     
Exhibit No.   Description

 
99
  Press Release dated July 27, 2009
EX-99 2 exhibit1.htm EX-99 EX-99

Exhibit 99

ShopNBC Board Appoints Direct Response Veteran Edwin P. Garrubbo as Director

Minneapolis, MN – July 27, 2009 – ShopNBC (NASDAQ: VVTV), the premium lifestyle brand in electronic retailing, today announced the appointment of direct response veteran Edwin P. Garrubbo to its board of directors, effective July 24, 2009.

Mr. Garrubbo is currently CEO of Creative Commerce, LLC, an investment and strategy firm with more than 50 years of combined experience in the direct-response industry. Previously, he served as CEO of American Telecast Products, LLC, where he helped launch more than a dozen celebrity-driven direct response television campaigns, including Christie Brinkley and Chuck Norris for Total Gym, Suzanne Somers, Cher, Victoria Jackson, and Jane Fonda, to name a few. Mr. Garrubbo began his professional career as an attorney at the Washington, DC law firm Venable in its new media and marketing practice group.

Mr. Garrubbo was Chairman of the Electronic Retailing Association in 2008. During his tenure, he shifted the focus of the 450-member trade association, largely consisting of direct-response marketers, to include a broader assortment of new media marketing and e-commerce companies. Mr. Garrubbo was a founding member of ERA Europe (2005), whose members include the largest TV shopping channels on the continent. He served on its board until 2007.

“We are delighted to have Ed join our board,” said ShopNBC CEO Keith Stewart, who is also a member of the ShopNBC board. “Because of his extensive knowledge of multi-channel retailing, proven industry experience, and global contacts, he makes a wonderful addition. We look forward to benefiting from his guidance and insight, along with his innovative ability to identify product development opportunities for our premium lifestyle shopping channel.”

“I am thrilled to join ShopNBC’s board and be part of such a dynamic group,” said Edwin Garrubbo, CEO for Creative Commerce. “I am equally excited to play a role in helping guide the company as it continues to position itself in the industry as an authority and destination for shoppers seeking premium lifestyle products across home, fashion, beauty, jewelry and watch categories. ShopNBC is poised to change the face of electronic retailing as it exists today, and I look forward to its bright future.”

About Creative Commerce, LLC

Creative Commerce, LLC, is an investment and strategy firm focused on electronic retailing. The company drives business through television, the Internet and other digital media. More information about Creative Commerce and its portfolio of companies is available at http://www.creativecommerce.com.

About ShopNBC

ShopNBC is a multi-channel electronic retailer operating with a premium lifestyle brand. The shopping network reaches 73 million homes in the United States via cable and satellite television: DISH Network channels 134 and 228; DIRECTV channel 316. Programming is also streamed live on the web at http://www.ShopNBC.TV. Its companion Internet site, http://www.ShopNBC.com, is recognized as a top e-commerce site with compelling product videos. ShopNBC is owned and operated by ValueVision Media (NASDAQ: VVTV).


Contact:
Anthony Giombetti
Media Relations
6612-308-1190

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