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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) September 21, 1995
NATIONAL MEDIA CORPORATION
(Exact name of registrant as specified in charter)
Delaware 1-6715 13-2658741
(State or other juris- (Commission File Number) (IRS Employer Identi-
diction of incorporation) fication No.)
1700 Walnut Street, Philadelphia, PA 19103
(Address of principle executive offices) (Zip Code)
Registrant's telephone number, including area code (215) 772-5000
N/A
(Former name or former address, if changed since last report.)
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Item 5. Other Events.
On September 21, 1995, National Media Corporation (the "Company") entered
into a revised term sheet (the "Revised Term Sheet") with Alexander G. Langer
("Langer") outlining the revised terms of the acquisition (the "Acquisition") by
the Company of all the issued and outstanding capital stock of United Brands
International Corp. ("UBI") and Langer Technologies, Inc. ("LTI") for a purchase
price of one million nine hundred thousand dollars ($1,900,000), subject to
increase as described below, to be paid by the Company over a two year period.
Together UBI and LTI own all the assets related to the "Flying Lure" fishing
lure business. If worldwide sales of "Flying Lure" products exceed certain
specified target levels, following the Acquisition, the Company shall make
additional payments to Langer up to a maximum amount of six million dollars
($6,000,000).
The Revised Term Sheet also provides that Langer will enter into a
three-year non-competition agreement on behalf of himself and his affiliates
preventing them from competing on a worldwide basis in any business related to
fishing lures and baits in exchange for payment by the Company of five hundred
ninety-six thousand dollars ($596,000). In addition, Langer would become a
consultant to the Company for a period of three years, during which time he
would appear in infomercials and make personal appearances.
Consummation of the transactions contemplated by the Revised Term Sheet is
subject to a number of conditions, including the negotiation and execution of a
definitive purchase and sale agreement. There can be no assurance that these
transactions will be consummated on the terms set forth above, or at all. The
Company and Langer had previously executed and announced an initial term sheet
pursuant to which the Company would have acquired UBI and LTI on different
terms. The consummation of such initial letter of intent was subject to the
Company's due diligence review of UBI and LTI. The Revised Term Sheet was
negotiated and executed upon completion of such due diligence review.
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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.
NATIONAL MEDIA CORPORATION
(Registrant)
/s/ Constantinos I. Costalas
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Constantinos I. Costalas
Vice Chairman and Principal Financial Officer
Date: October 9, 1995
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