-----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, HdT/Hk+nvdNSWS12CJ7VjHaFrfZRZ8jISYTWsjO5bZr5VRjilkUXbVPkENWADWW3 64wfb4l1/wSUkrCIAMRjxg== 0000891035-02-000015.txt : 20021220 0000891035-02-000015.hdr.sgml : 20021220 20021220152202 ACCESSION NUMBER: 0000891035-02-000015 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021220 ITEM INFORMATION: Other events FILED AS OF DATE: 20021220 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONCEPTS DIRECT INC CENTRAL INDEX KEY: 0000891035 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 521781893 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20680 FILM NUMBER: 02864844 BUSINESS ADDRESS: STREET 1: 2950 COLORFUL AVENUE CITY: LONGMONT STATE: CO ZIP: 80504 BUSINESS PHONE: 303-772-9171 MAIL ADDRESS: STREET 1: 2950 COLORFUL AVENUE CITY: LONGMONT STATE: CO ZIP: 80504 8-K 1 r8kloi.txt SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 19, 2002 CONCEPTS DIRECT, INC. _____________________________________________________________ (Exact name of registrant as specified in its charter) Delaware 0-20680 52-1781893 _________________________ ____________ ____________ (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification No.) 2950 Colorful Avenue, Longmont, CO 80504 _____________________________ ___________ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (303) 772-9171 Item 5. Other Events and Regulation FD Disclosure. On December 20, 2002, Concepts Direct, Inc. (the "Company") announced the receipt of a non-binding letter of intent on December 19, 2002 from Phillip A. Wiland, Chairman, President and Chief Executive Officer, and his wife, Linda S. Wiland, for the acquisition of the Company for $0.68 per share pursuant to a cash merger. A copy of the press release dated December 20, 2002 announcing the foregoing is filed as Exhibit 99.1 to this Current Report on Form 8-K. Item 7. Financial Statements and Exhibits. Exhibit Description 99.1 Concepts Direct, Inc. Press Release dated December 20, 2002* *Exhibit filed herewith. 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. CONCEPTS DIRECT, INC. Date: December 20, 2002 /s/ Zaid H. Haddad Zaid H. Haddad Chief Financial Officer EX-99.1 CHARTER 3 rex99loi.txt EXHIBIT 99.1 2950 Colorful Avenue ( Longmont, Colorado 80504 CONCEPTS DIRECT, INC. ANNOUNCES RECEIPT OF LETTER OF INTENT FOR THE ACQUISITION OF THE COMPANY Longmont, Colorado, December 20, 2002 - Concepts Direct, Inc. (NASDAQ: CDIR) announced today that on December 19, 2002, Phillip A. Wiland, Chairman, President and Chief Executive Officer, and his wife, Linda S. Wiland, submitted a non-binding letter of intent to the Special Committee of the Company's Board of Directors for the acquisition of the Company for $0.68 per share pursuant to a cash merger. In the letter of intent, the Wilands indicated that they or their affiliates would pay approximately $0.68 per share in cash, or approximately $2,114,804, to acquire the Company, based on the approximately 3,110,007 shares of the Company owned by persons other than the Wilands. In addition, the Wilands would at closing pay off the principal balance of approximately $1,286,892, plus all accrued interest, of the Promissory Note issued pursuant to a Note and Purchase Agreement, dated April 26, 2002, by and between St. Cloud Capital Partners, LP and the Company. The Special Committee is evaluating this offer as part of its evaluation of strategic alternatives for the Company. About Concepts Direct, Inc. Concepts Direct is a direct marketing company focused on building and managing customer relationships through its catalogs and internet retailing initiatives. The company sells primarily personalized paper products and a diverse line of merchandise, including gift items, home decorative items, collectibles and apparel. Concepts Direct sells its merchandise primarily via the Colorful Images, Linda Anderson, Snoopy(tm) etc., Garfield Stuff, Linda Anderson's Collectibles, and the Music Stand catalogs. In addition, the company owns and operates www.ColorfulImages.com, www.LindaAnderson.com, www.SnoopyStore.com, www.garfieldstuff.com, www.theMusicStand.com and www.NewBargains.com. Cautionary Statement This press release contains certain forward-looking statements as such term is defined in the Private Securities Litigation Reform Act of 1995. Company statements that are not historical facts, including statements about the Company's expectations, beliefs, plans and objectives are forward-looking statements and involve various risks and uncertainties, including the risks associated with starting new businesses. Additional discussion of factors that could cause actual results to differ materially from management's expectations, beliefs, plans and objectives is contained in the Company's SEC filings. For Further Information Contact Phillip A. Wiland, Chairman & CEO Zaid H. Haddad, Chief Financial Officer Concepts Direct, Inc. Concepts Direct, Inc. (303) 772-9171 (303) 772-9171 pwiland@conceptsdirectinc.com zhaddad@conceptsdirectinc.com -----END PRIVACY-ENHANCED MESSAGE-----