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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): MAY 17, 2000
VALLEY MEDIA, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 000-25617 94-2556440
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
1280 SANTA ANITA COURT, WOODLAND, CALIFORNIA 95776
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(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (530) 661-6600
NOT APPLICABLE
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS.
On May 17, 2000, we accepted the resignation of our President and Chief
Executive Officer, Robert Cain, as further described in the press release
filed as an exhibit to this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit Number Description
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10.1 Press Release dated May 17, 2000 reporting Robert
Cain to Step Down as CEO of Valley Media, Inc.
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.
VALLEY MEDIA, INC.
By: /s/ Barnet J. Cohen
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Barnet J. Cohen
Acting President and Chief
Executive Officer
Date: May 23, 2000
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VALLEY MEDIA, INC.
EXHIBIT 10.1
FOR IMMEDIATE RELEASE
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ROBERT CAIN TO STEP DOWN AS CEO OF VALLEY MEDIA, INC.
FOUNDER AND CHAIRMAN BARNET J. COHEN TO ASSUME INTERIM CEO ROLE
SEARCH FOR PERMANENT CEO UNDERWAY
WOODLAND, CA - MAY 17th, 2000 - Valley Media, Inc. (Nasdaq: VMIX), a
recognized leader in the full-line distribution of music and video
entertainment products, today announced that its Board of Directors has
accepted the resignation of Robert Cain as President and Chief Executive
Officer effective immediately. Barnet Cohen, Chairman of the Board and
founder of Valley Media, will serve as interim CEO while the Board conducts a
search for a new chief executive.
"For the past nine years I have had an active role in building and managing
Valley Media, as the Company has evolved," said Robert Cain. "At this
juncture, I feel it is the right time to pursue other challenges and
opportunities."
"We thank Rob for his contributions and dedication to Valley Media and we
wish him all the best in his next endeavors," said Barnet Cohen, Chairman of
the Board. "As the founder of Valley Media, I can proudly look back on the
Company's tremendous history and say that we're well positioned for an even
more successful future."
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Valley Media is a distributor of music, video and DVD product offering
Full-line distribution, Independent distribution, publications, and
proprietary database products. The Company provides fulfillment services for
eCommerce in coordination with its affiliate, amplified.com. Valley Media
operates facilities in seven states with primary distribution facilities in
Louisville, KY, and Woodland, CA, where its corporate headquarters are
located. Additional information concerning Valley Media is available at
www.valley-media.com.
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This press release contains forward-looking statements made pursuant to the
"safe harbor" provisions of the Private Securities Litigation Reform Act of
1995. These statements are identified by words such as "will", "expects",
"anticipates", "plans", or "intends" and by other descriptions of future
circumstances or conditions. Actual results may differ materially from those
projected in these forward-looking statements. Factors that could affect
Valley Media's actual results include, without limitation, risks and
uncertainties related to the following factors: intense competition,
declining rates of Internet sales, customer concentration, increased fixed
costs and tighter labor markets. More information about these and other
factors that could negatively affect Valley Media's financial performance and
the value of its common stock is contained in Valley Media's filings with the
Securities and Exchange Commission, including its Annual Report on Form 10-K
and Quarterly Reports on Form 10-Q. Readers of the 10-K and 10-Qs should pay
particular attention to the sections entitled "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and "Factors
Affecting Operating Results."
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CONTACT:
PAIGE DICKOW, SENIOR VICE PRESIDENT, ADMINISTRATION & ORGANIZATION
EFFECTIVENESS
Valley Media, Inc.
530.661.6600
e-mail: [email protected]
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