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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 11, 1995
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NATIONAL MEDIA CORPORATION
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(Exact name of registrant as specified in charter)
Delaware 1-6715 13-2658741
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
1700 Walnut Street, Philadelphia, PA 19103
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(Address of principle executive offices) (Zip Code)
Registrant's telephone number, including area code (215) 772-5000
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N/A
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(Former name or former address, if changed since last report.)
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Exhibit Index appears on Page 4
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Page 1 of 7
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Item 5. Other Events.
On September 11, 1995, National Media Corporation (the "Company")
announced that it had reached an agreement to acquire DirectAmerica Corporation
("DirectAmerica") and California Production Group, Inc. ("CPG"), infomercial
production companies based in Oxnard, California. Under the terms of the
acquisition, the Company will acquire all of the issued and outstanding equity
ownership of DirectAmerica and CPG for 554,456 shares of the Company's common
stock. Upon completion of the acquisition, DirectAmerica and CPG will be
combined to form a wholly-owned subsidiary of the Company and Jack Kirby,
Chairman and Chief Executive Officer of DirectAmerica, will serve as Chief
Executive Officer of the subsidiary and as Executive Vice President of the
Company. The acquisition is subject to completion of a due diligence examination
of DirectAmerica and CPG by the Company and the execution of a definitive
agreement.
A copy of the press release announcing the acquisition is attached
hereto as Exhibit 99.
Item 7. Financial Statements and Exhibits.
(c) Exhibits:
99 Press release of National Media Corporation dated
September 11, 1995.
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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
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(Registrant)
/s/ Constantinos I. Costalas
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Constantinos I. Costalas
Vice Chairman and Principal Financial Officer
Date: September 21, 1995
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EXHIBIT INDEX
(c) Exhibits:
99 Press release of National Media Corporation dated
September 11, 1995.
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EXHIBIT 99
NATIONAL MEDIA CORPORATION
1700 Walnut Street
Philadelphia, PA 19103
215 o 772-5000
215 o 772-5018 Fax PRESS RELEASE
Contact:
Bruce Boyle
Director of Corporate Communications
(215) 772-5152
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NATIONAL MEDIA CORPORATION
TO ACQUIRE DIRECTAMERICA
Transaction Valued at $7 million
Philadelphia, PA, September 11, 1995 -- National Media Corporation (NYSE:NM)
announced today it has reached an agreement to acquire DirectAmerica, one of the
top infomercial production companies in the world.
Under the terms of the merger, National Media Corporation will acquire the
company for $7 million of National Media Corporation common stock. The total of
National Media Corporation common stock to be issued will be equal to, or less
than, 2.6 percent of the total stock outstanding on a fully-diluted basis.
After the acquisition, the company will become a wholly owned subsidiary of
National Media Corporation and retain its name.
Brian McAdams, Chairman of the Board of National Media, said, "DirectAmerica has
produced many of the highest quality and most profitable infomercials in the
business over the last few years, both for National Media and other
transactional television companies. The third party royalty stream which we will
acquire, in addition to the royalties and certain production fees National Media
would pay DirectAmerica over the next several years, will make this acquisition
contribute almost immediately to the bottom line, as well as making it
non-dilutive on an earnings per share basis."
DirectAmerica is based in Oxnard, California. The company has had one or more of
its infomercials in the top performers in the industry every week for three
years, including infomercials the company has produced for National Media for
the "PowerWalk Plus" and "Touchless Car Wax System".
Through the acquisition of DirectAmerica, National Media will add the production
talents of Jack Kirby, Chairman and Chief Executive Officer of DirectAmerica.
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Mr. Kirby has had an outstanding media career in syndicated and network news,
including positions as executive producer of "The Larry King Show" on radio
(where he won a Peabody award); executive producer for "The Charlie Rose Show"
on NBC and producer of "Nightwatch" for CBS News. Upon the closing of the
acquisition, he will serve as chief executive officer of the DirectAmerica
subsidiary and as executive vice president of National Media Corporation.
Mr. Kirby said, "We've enjoyed our long association with National Media
Corporation and we're very please to be joining the clear global leader in our
industry. The marriage of our production capability with National Media's
unequaled global distribution system will create a direct marketing powerhouse."
Mark P. Hershhorn, President and Chief Executive Officer of National Media
Corporation, said, "The strengths of this company are well-known within the
industry, particularly their ability to make entertaining infomercials for
fitness products, one of our most important categories. To get a profitable
production company of this caliber, one that has a track record of finding
unique new products, while eliminating fees and royalties we would normally pay
them, is a great value."
The acquisition is dependent on the consummation of a due diligence examination
of DirectAmerica by National Media Corporation and the execution of a definitive
agreement.
National Media Corporation is the world's largest publicly held infomercial
company and has built a strong, integrated, global consumer marketing company
through its expertise in direct response television and, with Quantum
International, Ltd., brings infomercial programming to more than 200 million
households worldwide.
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