<PAGE> 1
As filed with the Securities and Exchange Commission on July 11, 1995
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
NATIONAL MEDIA CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
13-2658741
(I.R.S. Employer Identification Number)
1700 Walnut Street
Philadelphia, Pennsylvania 19103
(Address of principal executive offices)
National Media Corporation's Amended and Restated 1991 Stock Option Plan
National Media Corporation's 1995 Management Incentive Plan
Employment Agreement dated August 26, 1994 by and between
National Media Corporation and Mark P. Hershhorn
(Full Title of Plan)
Mark P. Hershhorn, President and Chief Executive Officer
National Media Corporation
1700 Walnut Street
Philadelphia, Pennsylvania 19103
(Name and address of agent for service)
(215) 772-5000
(Telephone number, including area code, of agent for service)
------------------
Copies to:
Brian J. Sisko, Esquire
Klehr, Harrison, Harvey, Branzburg & Ellers
1401 Walnut Street
Philadelphia, Pennsylvania 19102
(215) 568-6060
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================
Proposed Proposed Amount of
Title of Securities Amount to be Maximum Offering Maximum Aggregate Registration
to be Registered Registered Price Per Share Offering Price Fee
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $.01 per share 3,199,000 $9.75(1) $31,190,250(1) $10,755
- ---------------------------------------------------------------------------------------------------------------
Common Stock, par
value $.01 per share 450,000 $3.50(2) $1,575,000(2) $543
===============================================================================================================
</TABLE>
(1) Based on the average of the high and low sales of the Registrant's
Common Stock as reported on the New York Stock Exchange on July 7,
1995, estimated solely for the purpose of calculating the registration
fee in accordance with Rule 457(c) under the Securities Act of 1933.
(2) Based on the exercise price of $3.50 per share of the Registrant's
Common Stock pursuant to that certain Employment Agreement dated August
26, 1994 by and between the Registrant and Mark P. Hershhorn in
accordance with Rule 457(h) under the Securities Act of 1933.
<PAGE> 3
PART I
INFORMATION REQUIRED IN PROSPECTUS
A reoffer prospectus prepared in accordance with the requirements of
Part I of Form S-3 is being filed with the Commission as part of this
Registration Statement. The Section 10(a) prospectus is not being filed with the
Commission as part of this Registration Statement.
<PAGE> 4
PROSPECTUS
- ----------
NATIONAL MEDIA CORPORATION
1700 Walnut Street
Philadelphia, Pennsylvania 19103
(215) 772-5000
------------------------------------
3,649,000 Shares of Common Stock
------------------------------------
The shares (the "Shares") of Common Stock, par value $.01 per share, of
National Media Corporation (together with its subsidiaries, the "Company") which
are the subject of this Prospectus and which may be sold from time to time are
shares which have been acquired by certain officers and directors or former
officers and directors of the Company (the "Selling Stockholders"), or which may
be acquired by them from time to time from the Company, upon the exercise of
options to purchase such Shares granted to the Selling Stockholders, or the
grant of such Shares to the Selling Stockholders by the Company pursuant to (i)
the Company's Amended and Restated 1991 Stock Option Plan (the "Option Plan"),
(ii) the Company's 1995 Management Incentive Plan (the "Management Plan") and
(iii) that certain Employment Agreement dated August 26, 1994 by and between the
Company and Mark P. Hershhorn (the "Employment Agreement"). As of the date
hereof, up to 2,449,000 Shares are issuable under the Option Plan, 750,000
Shares are issuable under the Management Plan and 450,000 Shares are issuable
under the Employment Agreement. See "Selling Stockholders".
It is anticipated that the Shares may be offered for sale by one or
more of the Selling Stockholders, in their discretion, on a delayed or
continuous basis from time to time in transactions in the open market at prices
prevailing at the time of sale on the New York Stock Exchange and Philadelphia
Stock Exchange under the symbol "NM," or in private transactions at negotiated
prices or otherwise. Such transactions may be effected directly by the Selling
Stockholders, each acting as principal for his own account. Alternatively, such
transactions may be effected through brokers, dealers or other agents designated
from time to time by the Selling Stockholders, and such brokers, dealers or
other agents may receive compensation in the form of customary brokerage
commissions or concessions from the Selling Stockholders or the purchasers of
the Shares. The Selling Stockholders, brokers who execute orders on their behalf
and other persons who participate in the offering of the Shares on their behalf
may be deemed to be "underwriters" within the meaning of Section 2(11) of the
Securities Act of 1933, as amended (the "Securities Act") and a portion of the
proceeds of sales and commissions or concessions therefore may be deemed
underwriting compensation for purposes of the Securities Act. The Company will
not receive any part of the proceeds from the sale of Shares by the Selling
Stockholders.
The Company will pay all costs and expenses incurred by it in
connection with the registration of the Shares under the Securities Act. The
Selling Stockholders will pay the costs associated with any sales of Shares,
including any discounts, commissions and applicable transfer taxes.
See "Risk Factors" for a discussion of certain factors to be considered
by purchasers of the Shares.
------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is June 11, 1995.
<PAGE> 5
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING
MADE BY THIS PROSPECTUS, AND IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR THE SELLING STOCKHOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO BUY
THE SECURITIES TO WHICH THIS PROSPECTUS RELATES IN ANY JURISDICTION TO ANY
PERSON TO WHOM IT IS NOT LAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION IN SUCH
JURISDICTION. NEITHER DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR SINCE THE DATE AS
OF WHICH INFORMATION IS SET FORTH HEREIN.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and in
accordance therewith files reports and other information with the Securities and
Exchange Commission (the "Commission"). Such reports, proxy and information
statements and other information can be inspected and copied at prescribed rates
at the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549, and at the Commission's regional offices
located at 7 World Trade Center, New York, New York 10048, and Citicorp Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. The Common
Stock of the Company is listed on the New York and the Philadelphia Stock
Exchanges, and reports, proxy and information material and other information
concerning the Company may be inspected at the offices of the New York Stock
Exchange, Inc., 20 Broad Street, New York, New York 10005 and the Philadelphia
Stock Exchange, Inc., 1900 Market Street, Philadelphia, Pennsylvania 19103.
This Prospectus constitutes a part of a registration statement on Form
S-8 (the "Registration Statement") filed by the Company with the Commission
under the Securities Act with respect to the securities offered hereby. This
Prospectus does not contain all the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the rules and
regulations of the Commission. Reference is hereby made to the Registration
Statement and to the exhibits thereto for further information with respect to
the Company and the securities offered hereby. Copies of the Registration
Statement and the exhibits thereto are on file at the offices of the Commission
and may be obtained upon payment of the prescribed fee or may be examined
without charge at the Public Reference Section of the Commission described
above. Statements contained herein concerning the provisions of documents are
necessarily summaries of such documents, and each statement is qualified in its
entirety by reference to the copy of the applicable document filed with the
Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended March 31, 1995 (the "1995 Annual Report");
(b) The Company's Current Report on Form 8-K dated April 13, 1995;
and
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, dated August 28,
1990, including all amendments and reports filed for the
purpose of updating such description.
<PAGE> 6
All documents filed pursuant to Section 13(a), 13(c), 14 or 15 (d) of
the Exchange Act subsequent to the date of this Prospectus and prior to the
completion or termination of this offering shall be deemed to be incorporated by
reference in this Prospectus and to be part hereof from the date of filing of
such documents. Any statement contained in a document, all or a portion of which
is incorporated or deemed to be incorporated by reference herein, shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document, which also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon written or oral
request, a copy of any or all of such documents which are incorporated herein by
reference (other than exhibits to such documents unless such exhibits are
specifically incorporated by reference into the documents that this Prospectus
incorporates). Written or oral requests for copies should be directed to
Marshall A. Fleisher, Vice President/Legal and Corporate Secretary, National
Media Corporation, 1700 Walnut Street, Philadelphia, Pennsylvania 19103,
(215) 772-5000.
<PAGE> 7
THE COMPANY
The Company's business involves the use of direct response
transactional television programming, known as infomercials, to sell consumer
products. The Company is engaged in this form of direct marketing of consumer
products in the United States and Canada through its wholly-owned subsidiary,
Media Arts International, Ltd. ("Media Arts"), which the Company acquired in
1986, and internationally through its wholly-owned subsidiaries, Quantum
International Limited ("Quantum"), which the Company acquired in 1991 and
Quantum International Japan Company Limited ("Quantum Japan") which the Company
formed in early fiscal 1996. In addition, the Company markets products of
independent third parties who provide programs to the Company. To capitalize on
the consumer awareness and familiarity that the Company's infomercials create
for its products, the Company, along with its strategic partners, also markets
and sells its products through non-infomercial distribution channels, including
retail stores and television home shopping programs.
The Company is a Delaware corporation, with its principal executive
offices located at 1700 Walnut Street, Philadelphia, Pennsylvania 19103
(telephone number (215) 772-5000).
RISK FACTORS
The securities offered hereby are speculative in nature and involve a
high degree of risk. In addition to the other information set forth in this
Prospectus (including the information set forth in the documents incorporated
herein by reference), the following factors should be considered carefully by
prospective investors in evaluating an investment in the shares of Common Stock
offered by this Prospectus.
Financial Condition of the Company. The Company has suffered net losses
in three of its last four fiscal years, including a net loss of $8,699,000
incurred during the fiscal year ended March 31, 1994 and a net loss of $672,000
incurred during the fiscal year ended March 31, 1995. Working capital decreased
substantially, to $1,377,000 at March 31, 1994 from $7,995,000 at March 31, 1993
and increased to $22,081,000 at March 31, 1995 from $1,377,000 at March 31,
1994. The weakening of the Company's financial results for fiscal 1994 as
compared to fiscal 1993 resulted primarily from unusual charges in the amount of
$9,049,000. These charges included, among others, $4,127,000 for certain legal
settlements and $1,138,000 in legal fees associated with the settlements and
shareholders' federal class action lawsuits. The results of the Company's
operations for the 1995 fiscal year included approximately $5,518,000 in unusual
charges and severance amounts. (See Notes 7 and 17 to the Notes to Consolidated
Financial Statements included in the 1995 Annual Report.)
As of July 13, 1994, as noted in the Company's Annual Report on Form
10-K for the fiscal year ended March 31, 1994 (the "1994 Annual Report"), based
upon the presence of certain conditions, the Company's independent auditors
opined that such conditions raised substantial doubt as to the Company's ability
to continue as a going concern. The Company's 1995 fiscal year end audited
financial statements contain an unqualified opinion of its independent auditors.
No assurance can be given that the Company's position will continue to improve.
See "Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations Liquidity and Capital Resources," in each of the 1995 and
1994 Annual Reports.
The Company has not declared or paid a cash dividend on the Common
Stock since the quarter ended December 31, 1991 and the Board of Directors does
not anticipate that dividends will be paid in the near future. In addition, that
certain Note and Warrant Purchase Agreement dated as of October 19, 1994 by and
among the Company, certain of its subsidiaries and Safeguard Scientifics
(Delaware), Inc. provides that, so long as any notes remain outstanding and
unpaid, the Company may not declare or pay any dividends or make any other
distribution (whether in cash or property) on any shares of its capital stock
without the prior written consent of the holder(s) of the notes issued
thereunder.
Substantial Litigation and Regulatory Actions Involving the Company.
The Company in recent years has been and, pending the receipt of final approvals
of a number of litigation settlements which have been negotiated, continues to
be involved in significant legal proceedings involving both litigation against
<PAGE> 8
the Company and actions commenced by the Company against others. In addition,
the Company has been, and continues to be, the subject of regulatory
investigations by the Federal Trade Commission (the "FTC") and the Consumer
Product Safety Commission ("CPSC").
Material abbreviated information regarding the current status of
material pending litigation and regulatory actions involving the Company is set
forth below. However, as it pertains to previously reported matters, such
information does not purport to be complete and is qualified in its entirety by
the detailed description of the legal and regulatory proceedings set forth in
the Company's 1994 and 1995 Annual Reports under "Item 3, Legal Proceedings;"
and the Company's Current Report on Form 8-K dated April 13, 1995 under "Item 5,
Other Events." Such descriptions variously include information relating to the
status of the proceedings, the Company's evaluation of the claims made against
it and the like. Certain updated information regarding such matters and
additional potential or pending litigation also is set forth below.
1. Shareholders' Federal Class Action. In June 1993, a class action
complaint was filed in the United States District Court for the Eastern District
of Pennsylvania against the Company and certain of its former executive
officers. Five similar lawsuits subsequently were filed in the same court. The
six actions were consolidated, and an amended consolidated class action
complaint was filed in October, 1993. The complaint involved allegations
concerning disclosure by the Company of its ongoing relationship with Positive
Response Television, Inc., an infomercial producer, and Ronic, S.A., a supplier
of the Company. The parties have reached a settlement of this action, calling
for cash payments by the Company's insurer of $2.175 million and the issuance,
subject to adjustment, of 145,000 shares of Common Stock. In connection with the
settlement, the Company recorded a charge of approximately $725,000 during the
fiscal year ended March 31, 1995.
2. Shareholders' Delaware Class Actions. In January 1994, four class
action complaints were filed against the Company and certain of its present and
former officers and directors in the Court of Chancery of the State of Delaware
in connection with a proposed merger transaction with ValueVision International,
Inc. ("ValueVision"). See the discussion of the litigation set forth under "Item
3. Legal Proceedings--Shareholders' Delaware Class Actions" in the Company's
1995 Annual Report. The Company and the other parties to the litigation have
reached agreement in principle to settle these actions as well as the Lachance
and Efron and Cohen class action litigation described below, providing for cash
payments by the Company's insurer of $1.125 million and cash payments by the
Company of $375,000, as to which the Company recorded a charge in the fourth
quarter of its 1995 fiscal year.
3. Lachance and Efron and Cohen Class Action. In July and December,
1994, stockholders filed purported class action lawsuits in federal court
against the Company and certain of its former officers and directors in
connection with the aborted ValueVision tender offer. The parties have reached
an agreement in principle to settle the matter as discussed under paragraph 2
above.
4. Consumer Product Safety Commission Investigation. On February 24,
1994, the staff of the CPSC notified the Company that it had made a preliminary
determination that a particular model of the Company's Juice Tiger(R) product
presents a "substantial product hazard," under the Consumer Product Safety Act.
The CPSC staff requested the Company to take voluntary corrective action to
ameliorate such alleged product hazard. While the Company has disputed that the
model in question presents a substantial product hazard, the Company and the
CPSC staff are presently discussing the form and nature of voluntary action
proposed by the Company to assuage the CPSC staff's concerns. The CPSC staff has
also indicated that, upon agreement on and implementation of a corrective action
plan, it may investigate and assess whether the Company failed to comply with
reporting requirements under the Consumer Product Safety Act such as to warrant
imposition of a civil penalty. Management believes that it is not yet possible
to determine whether the cost of implementing any such corrective action plan
and the amount of any such civil penalty, alone or together, will have a
material adverse effect on the Company.
5. Terminated Tender Offer and Merger Agreement with ValueVision
International, Inc. On April 22, 1994, the Company filed suit in federal court
against ValueVision alleging that ValueVision had wrongfully terminated its
amended tender offer. In May 1994, ValueVision answered the Company's complaint
and set forth various counterclaims. The Company and ValueVision have agreed to
settle this action and have, in connection with such settlement, executed a
<PAGE> 9
Telemarketing, Production and Post-Production Agreement and a Joint Venture
Agreement. All of such matters are subject to the approval of the Company's
stockholders on or before August 31, 1995. There can be no assurance that such
approval will be obtained. For a full discussion of such matters see the
Company's Current Report on Form 8-K dated April 13, 1995, under "Item 5 - Other
Events."
6. William H. Campbell. In July 1994, William H. Campbell, a former
officer of the Company, filed a complaint in federal court against the Company
and John J. Turchi, Jr., the Company's former Chairman and Chief Executive
Officer, alleging that the defendants fraudulently induced him to purchase the
Company's Common Stock through the exercise of stock options and to forebear
from selling his shares of Common Stock. Mr. Campbell seeks to recover
compensatory damages in excess of $1.3 million as well as punitive damages and
to rescind all alleged debts owed to the Company by Mr. Campbell (approximately
$238,000). The parties have informally reached a confidential settlement of the
action, and on December 9, 1994, the court dismissed the case with prejudice.
The court has retained jurisdiction of the case in the event that any party
seeks to have the dismissal vacated, modified or stricken should the parties
fail to execute and deliver a definitive settlement agreement. Although the
Company has no reason to expect that such a definitive settlement agreement will
not be executed by all parties, there can be no assurance that the settlement
will be so finalized. Management of the Company believes that the definitive
settlement, if implemented on substantially the terms of the informal
settlement, would not be likely to have a material adverse effect on the
financial position or results of operations of the Company.
Regulatory Matters. The infomercial industry is regulated by the FTC,
the United States Post Office, the CPSC, the Federal Communications Commission,
the Food and Drug Administration, various States' Attorneys General, and other
state and local consumer protection and health agencies. The FTC directly
regulates marketers of products, such as the Company, credit card companies
which process customer orders and others involved in the infomercial and direct
marketing industries.
The Company's marketing activities and/or products have been
and will continue to be subject to the scrutiny of each of the aforementioned
regulatory agencies. An adverse determination or extended investigation by any
of these agencies could have a material adverse effect on the Company. Moreover,
the domestic and international regulatory environments in which the Company
operates are subject to change from time to time. It is possible that changes in
the regulations to which the Company is subject might have a material adverse
effect on the Company's business, operation and financial condition. As a result
of prior settlements with the FTC, the Company has agreed to two consent orders
which among other things require the Company to submit compliance reports to the
FTC staff. The Company has submitted the compliance reports as well as
additional information requested by the FTC staff. In connection with one of
these orders, the Company recently received a request from the FTC for certain
information regarding the Company's infomercials in order to determine whether
the Company is in compliance with such order. The Company is cooperating with
such request and as of the current date believes itself to be in compliance with
the consent orders and other FTC requirements.
The Company's international business is subject to the laws
and regulations of England and of the European Union and various consumer and
health protection laws and regulations in other countries in which the
programming is broadcast, where applicable. If any significant actions were
brought against the Company or any of its subsidiaries in connection with a
breach of such laws or regulations, including the imposition of fines or other
penalties, or against one of the entities through which the Company obtains a
significant portion of its media access, the Company's results of operations
could be materially adversely affected. At this time, the Company's European
business is operating under licenses issued in the United Kingdom. There can be
no assurance that changes in the laws and regulations of any territory which
forms a significant portion of the Company's market will not adversely affect
the Company's business.
Dependence on Key Personnel. The Company is dependent upon its ability
to attract, and retain recognizable and effective spokespersons for its
infomercial programming. The Company currently utilizes a limited number of
spokespersons. The inability of the Company to attract, retain or replace
effective spokespersons in the future could have a material adverse effect on
the Company.
<PAGE> 10
Product Liability Claims. Products sold by the Company may expose it to
potential liability from claims by users of such products. The Company generally
requires the manufacturers of its products to carry product liability insurance,
although in certain instances where a limited amount of products are purchased
from non-U.S. vendors, the Company may not formally require the vendor to carry
product liability insurance. (Certain of such vendors, however, may in fact
maintain such insurance.) There can be no assurance that such parties will
maintain this insurance or that this coverage will be adequate to cover all
potential claims. The Company currently maintains product liability insurance
coverage in amounts deemed prudent. There can be no assurance that the Company
will be able to maintain such coverage or obtain additional coverage on
acceptable terms, or that such insurance will provide adequate coverage against
all potential claims.
Media Access; Related Matters. The Company is dependent on having
access to media time to televise its infomercials on cable networks, network
affiliates and local stations. There can be no assurance that the Company will
be able to purchase or renew media time on a long-term basis or at favorable
price levels. The Company purchases a significant amount of its media time from
cable television and satellite networks. These cable television and satellite
networks assemble programming for transmission to multiple and local cable
system operators. These operators may not be required to carry all of the
network's programming. The Company currently does not pay and is not paid for
the "privilege" of being broadcast by these operators. It is possible that, if
demand for air time grows, and because of recently enacted cable legislation,
these operators will begin to charge the Company to continue broadcasting the
Company's infomercials or limit the amount of time available to the Company.
Recently, larger multiple system operators have elected to change their
operations by selling dark time (i.e. the hours during which a station does not
broadcast its own programming). Significant increases in the cost of media time
or significant decreases in the Company's access to media time could have a
material adverse effect on its results of operations.
Approximately one-third of the Company's media time is
purchased under long-term contracts, which are generally from one to five years
in length. Long-term contracts require the Company to make advance purchases and
commitments to purchase media time which, to the extent the Company does not use
it effectively, will have a material adverse effect on the Company's results of
operations. However, in the past the Company has generally been able to maintain
a flow of infomercials to fill the media time on channels where it has advance
commitments. In addition, as part of its media strategy, the Company arranges to
sell any excess media time to others, if necessary. There can be no assurance,
however, that the Company will be able to use all of its media time or sell it
to others.
Strategic Partnerships. The Company has entered into relationships with
manufacturers of consumer products in several product categories, including
Regal Ware, Inc., CSA, Inc. and Blue Coral, Inc. These manufacturers have come
to realize that the showcasing of a product through an infomercial on television
is a powerful means to create and build brand awareness and generate follow-up
product sales. A clear advantage of these relationships to the Company is that
the manufacturing partner provides research and development support and assumes
the inventory risk, thereby reducing the Company's financial risk as well as its
working capital requirements. Additionally, the Company recently entered into a
two year agreement with Mitsui & Co., Ltd. to provide media time and fulfillment
service in support of the Company's Japanese operations. A loss of any of these
relationships could have a material adverse affect on the Company's business and
results of operations.
Competition. The Company competes directly with several companies which
generate sales from infomercials. The Company also competes with a large number
of consumer product companies and retailers which have substantially greater
financial, marketing and other resources than the Company, some of which have
recently commenced, or indicated their intent to conduct, direct response
marketing. The Company also competes with companies that make imitations of the
Company's products at substantially lower prices. Products similar to the
Company's products may be sold in department stores, pharmacies, general
merchandise stores and through magazines, newspapers, direct mail advertising
and catalogs.
Dependence on Key Products by the Company and Unpredictable Market
Life. The Company has been dependent on its ability to develop a relatively
small number of successful new products in each year. The Company's five most
successful products in each of the fiscal years ended March 31, 1995, 1994,
1993, and 1992, accounted for 54%, 67%, 47%, and 59% respectively, of the
<PAGE> 11
Company's net revenues for such periods. Product sales for a given period
reflect, among other things, customer response to the infomercials on the air
during the period. Customer response to infomercials depends on many variables,
including the appeal of the products being marketed, the effectiveness of the
infomercials and the availability of competing products, and the timing and
frequency of air-time. There can be no assurance that the Company's new products
will receive market acceptance. In addition, in the event the Company does not
have an adequate supply of inventory, as a result of production delays or
shortages or inadequate inventory management, it may lose potential product
sales. The ability of the Company to manage its inventory is of critical
importance due to the Company's practice of minimizing its inventory of a given
product. This issue is made even more difficult by the international nature of
the Company's business.
Most of the Company's products have a limited market life for
sales through infomercials. Historically, the majority of products generate
their most significant domestic revenue in their introductory year, while
foreign revenues have tended to be generated more evenly over a longer period.
In the event the Company increases the number of times an infomercial is
broadcast within a market, the market life of such product in such market may
decrease. There can be no assurances that a product which has produced
significant sales will continue to produce significant or any sales in the
future. As a result, the Company is dependent on its ability to continue to
identify and successfully market new products. The failure of newly introduced
products or significant delays in the introduction of, or failure to introduce,
new products would adversely impact the Company's results of operations in terms
of both lost opportunity cost and actual loss of dollars invested.
Dependence on Foreign Sales by The Company. The Company had no sales
outside the United States and Canada prior to June 1991. In the fiscal years
ended March 31, 1995, 1994, 1993 and 1992, approximately 45.7%, 26.7%, 26.4% and
13.8%, respectively, of the Company's net revenues were derived from sales to
customers outside the United States and Canada, and such sales represented a
74.8% increase in the fiscal year ended March 31, 1995 from the fiscal year
ended March 31, 1994, a 22.6% increase in the fiscal year ended March 31, 1994
from the fiscal year ended March 31, 1993 and a 165.5% increase in the fiscal
year ended March 31, 1993 from the fiscal year ended March 31, 1992. In the
fiscal years ended March 31, 1994 and 1995, sales in Germany accounted for
approximately 12-13% of the Company's net revenues. In late July 1994 the
Company began airing its infomercials in Japan. Since that time, on an
annualized basis, sales of the Company's products in Japan have accounted for
approximately 20.4% of the Company's net revenues. The Company anticipates that
sales in Japan and elsewhere in the Pacific Rim will continue to increase as a
proportion of the Company's overall sales. This increase in international sales
activity has resulted in increased working capital requirements as a result of
additional lead time for delivery and payment of product prior to receipt of
sale proceeds. However, while the Company's foreign operations have the
advantage of airing its infomercials that have been successful in the United
States, as well as successful infomercials produced by companies with limited
media access and distribution capabilities, there can be no assurance that the
Company's foreign operations will continue to generate significant increases in
net revenues. In addition, the Company is subject to the risks of doing business
abroad, including adverse fluctuations in currency exchange rates,
transportation delays and interruptions, political and economic disruptions, the
imposition of tariffs and import and export controls, and increased customs or
local regulations. The occurrence of any one or more of the foregoing could
adversely affect the Company's results of operations.
Dependence on Third Party Manufacturers. The Company is dependent on
its strategic partners and other third party sources, both foreign and domestic,
to manufacture all of its products, but does not depend on any one particular
supplier for a majority of its products. It is inherent in the nature of the
Company's business for a strategic partner or a limited number of manufacturers
to manufacture certain of its products at any given time. The inability of the
Company, either temporarily or permanently, to obtain a timely supply of product
to fulfill sales orders for a specific product could have a material adverse
impact on the Company. Moreover, because the time from the initial approval of a
product by the product development department to the first sale of such product
is relatively short, the Company's ability to identify sources that can meet its
production deadlines at a reasonable cost and produce a high quality product is
important to its business, and there can be no assurance that the Company will
successfully locate such sources. Because the Company often relies on foreign
manufacturers, it must allow longer lead times to order products to fulfill
customer orders and utilizing such foreign manufacturers exposes the Company to
the general risks of doing business abroad.
<PAGE> 12
Shares Eligible for Sale under Registration Rights. In February 1995,
the Company completed a registration process with respect to 500,000 shares of
Common Stock which were issued in connection with the settlement of certain
litigation which allows the holder of such shares to sell them publicly. To the
best of the Company's knowledge, substantially all of such shares remain in the
hands of such holder. Also, during the period October 1994 through January 1995,
the Company sold and issued in privately negotiated transactions an aggregate of
255,796 shares of Series B Convertible Preferred Stock and warrants to purchase
an aggregate of 3,069,552 shares of Common Stock (the "Acquisition Warrants").
At the present time, the issued and outstanding Series B Convertible Preferred
Stock is convertible into an aggregate of 2,557,960 shares of Common Stock. In
addition, the Company obtained a $5.0 million term loan in October 1994,
pursuant to which the Company issued to the lender warrants to purchase
2,250,000 shares of Common Stock (the "Loan Warrants"). Each Acquisition Warrant
and Loan Warrant becomes exercisable approximately one year from the date it was
issued. All of the Common Stock issuable upon conversion of the Series B
Convertible Preferred Stock and exercise of the Acquisition Warrants and the
Loan Warrants (herein referred to as "Restricted Shares"), may not be sold
unless registered under the Securities Act or sold pursuant to an applicable
exemption from registration, including, but not limited to, the limitations
established by Rule 144 promulgated under the Securities Act. Restricted Shares
may not be sold under Rule 144 unless they have been held for at least two
years. After such two-year holding period, such Restricted Shares may be sold in
brokers' transactions or to market makers in aggregate amounts that in any
three-month period do not exceed the greater of 1% of the total number of shares
of Common Stock then outstanding or the average weekly trading volume for the
four week period prior to such sale. After they have been held for more than
three years, Restricted Shares held by persons who are not "affiliates" (as
defined in Rule 405 promulgated under the Act) of the Company may be sold
without regard to such volume limitations if the other requirements of Rule 144
are met. Even after the three-year holding period, any Common Stock held by
affiliates of the Company may only be sold under Rule 144 in accordance with the
limitations described above. The foregoing is a summary of Rule 144 and is not
intended to be a complete description thereof.
The Company has contractually obligated itself, subject to
certain limitations, to register all of the Restricted Shares under the
Securities Act upon the demand of the holders thereof and/or upon the
registration of other shares by the Company. If such registration occurs, all of
such Restricted Shares will be subject to sale in the open market in the
discretion of the holders thereof. The Company has also agreed to issue, subject
to the approval of Company's stockholders at its next annual meeting, warrants
to purchase an aggregate of 1,000,000 shares of Common Stock, all of which stock
will also be restricted upon issuance but will be subject to registration upon
similar terms as the Restricted Shares.
Risks Associated with Entering into New Markets. The Company's
dependence on revenues from sales of products outside the United States and
Canada is described above, under "Dependence on Foreign Sales by the Company."
In particular, the Company's entrance into the Japanese market should be noted.
As the Company enters into markets such as Japan it is faced with the
uncertainty of never having done business in that commercial, political and
social setting. Accordingly, despite the Company's best efforts, its likelihood
of success in each new market which it enters is unpredictable for reasons
particular to each such market. It is also possible that, despite the Company's
apparently successful entrance into a new market, that some unforeseen
circumstance will arise which limits the Company's ability to continue to do
business or to expand in that new market.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Shares
of Common Stock offered hereby. The Selling Stockholders will receive all of the
net proceeds from the sale of the Shares of Common Stock offered hereby.
<PAGE> 13
SELLING STOCKHOLDERS
The following persons are current and former directors and executive
officers of the Company and/or its subsidiaries, each of whom is eligible to
sell pursuant to this Prospectus the number of Shares set forth opposite their
name in the table below. In addition, eligible participants in the Management
Plan may be granted Shares of Common Stock to be issued pursuant to the
Management Plan and may sell such Shares pursuant to this Prospectus.
<TABLE>
<CAPTION>
Pre-Offering Post-Offering
Total
Total Number Number of
of Shares Shares
Beneficially Percentage Shares Beneficially Percentage
Selling Stockholders Owned(1) of Class(2) Offered(3) Owned(3) of Class(2)
- -------------------- ------------- ----------- ---------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Mark P. Hershhorn, President, 500,000(4) 3.39% 450,000 50,000 *
Chief Executive Officer and
Director
Brian McAdams, Chairman of 121,050(5) * 120,000(5) 1,050 *
the Board and Director
Constantinos I. Costalas, 85,000 * 85,000 0 0
Vice Chairman and Director
David J. Carman, Executive Vice 456,900(4)(6) 3.14% 300,000(6) 156,900 1.08%
President, President and Chief
Executive Officer of Quantum
and a Director
John J. Sullivan, Senior Vice 144,015(4)(7) 1.01% 50,000(7) 94,015 *
President, Administration,
Planning and Investor
Relations
James J. Jernigan, Executive 180,137(8) 1.25% 180,000(8) 137 *
Vice President and Chief
Operating Officer for
North American Operations
Frederick S. Hammer, Director 50,000(4)(9) * 25,000(9) 25,000 *
Jon W. Yoskin, II, Director 66,460(4)(10) * 25,000(10) 41,460 *
John J. Turchi, Jr., former 1,543,265(11) 10.24% 825,000(11) 718,265 4.77%
Chairman of the Board and
Chief Executive Officer
Estate of
Michael Hammond, former 166,666 1.16% 166,666 0 0
President, Chief Operating
Officer
James J. Gillin, former Director 5,000 * 5,000 0 0
Eligible Participants in the
Management Plan(12) 750,000(13) 5.00% 750,000 0 0
</TABLE>
- ---------------------------
* Indicates less than one percent (1%).
(1) Assumes exercise of all options to purchase Shares granted to the Selling
Stockholders pursuant to or outside the Plan and conversion of all
convertible preferred stock held as of June 30, 1995.
(2) These percentages are calculated in accordance with Section 13(d) of the
Securities Exchange Act of 1934, as amended, and the rules promulgated
thereunder based on 14,241,332 shares of Common Stock outstanding.
(3) Assumes offer and sale of all Shares eligible to be offered and sold hereby
by the Selling Stockholders.
(4) In accordance with Rule 13d-3, includes shares of Common Stock issuable
upon the conversion of Series B Preferred Stock.
(5) Includes 120,000 options to purchase Shares owned by Mr. McAdams.
(6) Includes 300,000 options to purchase Shares owned by Mr. Carman.
(7) Includes 50,000 options to purchase Shares owned by Mr. Sullivan.
(8) Includes 180,000 options to purchase Shares owned by Mr. Jernigan.
(9) Includes 25,000 options to purchase Shares owned by Mr. Hammer.
<PAGE> 14
(10) Includes 25,000 options to purchase Shares owned by Mr. Yoskin.
(11) Includes 825,000 options to purchase Shares owned by Mr. Turchi.
(12) Individuals employed by the Company or certain of its subsidiaries as
Chairman, Vice-Chairman, President, Executive Vice President, Senior Vice
President, Vice President, Director and/or Manger are eligible to
participate in the Management Plan.
(13) Assumes issuance of all shares eligible to be issued under the Management
Plan.
PLAN OF DISTRIBUTION
The Common Stock is listed for trading on the New York Stock Exchange
(the "NYSE") and the Philadelphia Stock Exchange (the "PHLX"). The sale of the
shares of Common Stock offered hereunder is not being underwritten. The shares
of Common Stock covered by this Prospectus may be offered and sold by the
Selling Stockholders from time to time on the NYSE or PHLX through
broker-dealers selected by the Selling Stockholders at market prices prevailing
at the time of sale, in private transactions at negotiated prices or otherwise.
It is anticipated that such transactions will be effected without payment of any
underwriting commissions or discounts, other than brokers' commissions or fees
customarily paid in connection with such transactions, which commissions and
fees will be borne by the Selling Stockholders.
The Company has agreed to bear the costs of registering the shares of
Common Stock offered hereby under the Securities Act, but will not receive any
of the proceeds from the sale of the shares of Common Stock.
There is no assurance that the Selling Stockholders will sell any or
all of the shares of Common Stock offered hereby.
LEGAL MATTERS
The legality of the shares of Common Stock offered hereby has been
passed upon for the Company by Marshall A. Fleisher, Esquire, Vice
President/Legal and Corporate Secretary of the Company.
EXPERTS
The consolidated financial statements of the Company appearing in the
Company's 1995 Annual Report have been audited by Ernst & Young LLP independent
auditors as set forth in their report thereon included therein and incorporated
herein by reference. Such consolidated financial statements are incorporated
herein by reference in reliance upon such report given upon the authority of
such firm as experts in accounting and auditing.
<PAGE> 15
No dealer, salesman or any other
person has been authorized to give
any information or to make any
representations not contained in
this Prospectus in connection with
the offering described herein and,
if given or made, such information
or representation must not be relied
upon as having been authorized by the
Company or the Selling Stockholders.
This Prospectus does not constitute
an offer to sell or a solicitation of
an offer to buy a security other than
the shares of Common Stock offered
hereby, nor does it constitute an offer
to sell or a solicitation of an offer to 3,649,000 Shares
buy any of the securities offered
hereby in any jurisdiction to any person NATIONAL MEDIA CORPORATION
to whom it is unlawful to make such offer or
solicitation in such jurisdiction. Neither
the delivery of this Prospectus nor
any sale made hereunder shall, under any Common Stock
circumstances, create any implication
that the information contained herein
is correct as of any date subsequent
to the date hereof.
---------- ----------
TABLE OF CONTENTS PROSPECTUS
---------- ----------
Page
----
Available Information 2
Incorporation of Certain
Documents by Reference 2 June 11, 1995
The Company 4
Risk Factors 4
Use of Proceeds 9
Selling Stockholders 10
Plan of Distribution 11
Legal Matters 11
Experts 11
<PAGE> 16
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Company with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934 are
incorporated into this Registration Statement by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 1995;
2. The Company's Current Report on Form 8-K dated April 13, 1995; and
3. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, dated August 28, 1990,
including all amendments and reports on filed for the purpose of
updating such description.
All documents filed pursuant to Section 13(a), 13(c), 14 or 15 (d) of the
Exchange Act subsequent to the date of this Prospectus and prior to the
completion or termination of this offering shall be deemed to be incorporated by
reference in this Prospectus and to be part hereof from the date of filing of
such documents. Any statement contained in a document, all or a portion of which
is incorporated or deemed to be incorporated by reference herein, shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document, which also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Marshall A. Fleisher, Esquire, Vice President/Legal and Corporate Secretary
of the Company has delivered an opinion in connection herewith with respect to
the legality of the shares of Common Stock being registered hereunder. Mr.
Fleisher is the beneficial owner of 36,000 shares of Common Stock.
Item 6. Indemnification of Directors and Officers.
The Company has adopted in its Certificate of Incorporation and Bylaws the
provisions of Section 102(b)(7) of the Delaware General Corporation Law which
eliminate or limit the personal liability of a director to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except that this provision shall not eliminate or limit the liability of a
director for any breach of the director's duty of loyalty to the Company or its
stockholders, for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, under Section 174 of the
Delaware General Corporation Law, or for any transaction from which the director
derived an improper personal benefit.
Further, the Company's Certificate of Incorporation and Bylaws provide that
the Company shall indemnify all persons whom it may indemnify pursuant to
Section 145 of the Delaware Corporation Law to the full extent permitted
therein. Section 145 provides, subject to various exceptions and limitations,
that the Company may indemnify its directors or officers if such director or
officer is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he is or was a
director or officer of the Company, or is or was serving at the request of the
<PAGE> 17
Company as a director or officer of another corporation, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Company, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The determination of whether indemnification is proper
under the circumstances, unless made by a court, shall be made by a majority of
a quorum of disinterested members of the Board of Directors, independent legal
counsel or the stockholders of the Company. In addition, the Company shall
indemnify its directors or officers to the extent that they have been successful
on the merits or otherwise in defense of any such action, suit or proceeding, or
in the defense of any claim, issue or matter therein, against expenses
(including attorneys' fees) actually and reasonably incurred by them in
connection therewith.
Item 7. Exemption from Registration Claimed.
Any restricted securities to be offered or resold pursuant
to this Registration Statement are exempt under Section 4(2) of the Securities
Act of 1933, as amended, as a non-public offering of securities.
Item 8. Exhibits.
Exhibit No. Description
- ----------- -----------
4.1 National Media Corporation Amended and Restated 1991 Stock Option Plan
4.2 National Media Corporation 1995 Management Incentive Plan
4.3 Employment Agreement dated August 26, 1994 by and between the Company
and Mark P. Hershhorn
5 Opinion of Marshall A. Fleisher, Esquire, Vice President/Legal and
Corporate Secretary of the Company
23.1 Consent of Ernst & Young LLP
23.2 Consent of Marshall A. Fleisher, Esquire, Vice President/Legal and
Corporate Secretary of the Company (included in the opinion filed as
Exhibit 5 hereto)
24 Powers of Attorney (included in the signature pages hereto)
Item 9. Undertakings.
(a) The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933; Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement; provided,
however, that paragraphs (a) (1)(i) and (a) (1)(ii) do not apply if the
information required to be included in a posteffective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Company pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this Registration
Statement.
<PAGE> 18
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered h therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering. urities being
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Company's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(b) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to its Certificate of Incorporation, its bylaws, or otherwise,
the Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
<PAGE> 19
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Philadelphia, Commonwealth of Pennsylvania, on this
11th day of July, 1995.
NATIONAL MEDIA CORPORATION
BY: /s/ Mark P. Hershhorn
----------------------------------
Mark P. Hershhorn, President
and Chief Executive Officer
POWER OF ATTORNEY
Each of the undersigned officers and directors of National Media
Corporation whose signature appears below hereby appoints Mark P. Hershhorn and
John J. Sullivan, jointly and each individually, as true and lawful
attorneys-in-fact for the undersigned with full power of substitution, to
execute in his name and on his behalf in each capacity stated below, any and all
amendments (including post-effective amendments) to this Registration Statement
as the attorney-in-fact shall deem appropriate, and to cause to be filed any
such amendment (including exhibits thereto and other documents in connection
therewith) to this Registration Statement with the Securities and Exchange
Commission, as fully and to all intents and purposes as such person might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact, or either of them, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on this 11th day of July, 1995.
<TABLE>
<CAPTION>
Signature Title(s) Date
--------- -------- ----
<S> <C> <C>
/s/ Brian McAdams Chairman of the Board, Chairman of the July 11, 1995
- --------------------------- Executive Committee and Director
Brian McAdams
/s/ Mark P. Hershhorn President, Chief Executive Officer and July 11, 1995
- --------------------------- Director
Mark P. Hershhorn
/s/ John J. Sullivan Senior Vice President, Administration, July 11, 1995
- --------------------------- Planning and Investor Relations
John J. Sullivan (Principal Accounting Officer)
- --------------------------- Executive Vice President July __, 1995
David J. Carman and Director
/s/ Charles L. Andes Director July 11, 1995
- ----------------------------
Charles L. Andes
</TABLE>
<PAGE> 20
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Constantinos I. Costalas Vice Chairman of the Board (Principal July 11, 1995
- --------------------------- Financial Officer) and Director
Constantinos I. Costalas
- --------------------------- Director July ___, 1995
Michael J. Emmi
- --------------------------- Director July ___, 1995
Frederick S. Hammer
- --------------------------- Director July ___, 1995
Ira M. Lubert
/s/ Jon W. Yoskin II Director July 11, 1995
- ---------------------------
Jon W. Yoskin II
</TABLE>
<PAGE> 21
INDEX TO EXHIBITS
Exhibit
Number Description
4.1 National Media Corporation Amended and Restated 1991
Stock Option Plan. (Previously filed as an Exhibit to
Registrant's Proxy Statement in connection with its
Annual Meeting held on February 22, 1995.)
4.2 National Media Corporation 1995 Management Incentive
Plan. (Previously filed as an Exhibit to Registrant's
Proxy Statement in connection with its Annual Meeting
held on February 22, 1995.)
4.3 Employment Agreement dated August 26, 1994 by and
between the Company and Mark P. Hershhorn. (Previously
filed as an Exhibit to Registrant's Report on Form 8-K
dated August 26, 1994.)
5* Opinion of Marshall A. Fleisher, Esquire, Vice
President/Legal and Corporate Secretary of the Company
23.1* Consent of Ernst & Young LLP
23.2* Consent of Marshall A. Fleisher, Esquire, Vice
President/Legal and Corporate Secretary of the Company
(included in Exhibit 5)
24* Powers of Attorney (included in the signature pages
hereto)
- -----------------
* Filed herewith.
<PAGE> 22
Marshall A. Fleisher, Esq.
Vice President-Legal, Corporate Secretary GRAPHIC
Direct Dial: 215/772-5153 LOGO
Fax: 215/772-5173
July 11, 1995
Board of Directors
National Media Corporation
1700 Walnut Street
Philadelphia, PA 19103
Re: Registration Statement on Form S-8
Gentlemen:
I am Vice President-Legal and Corporate Secretary of National Media
Corporation (the "Company") and have acted in such capacity in connection with
the proposed registration of an aggregate of 3,649,000 shares of the Company's
Common Stock, par value $.01 per share (the "Common Stock"), on a registration
statement on Form S-8 being filed by the Company with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended. Such
Registration Statement, as it may be amended or supplemented from time to time,
including all exhibits thereto, is referred to hereinafter as the "Registration
Statement."
The shares to be registered (the "Shares") consist of (i) shares of
Common Stock which underlie or were purchased pursuant to options granted to
certain officers and directors (or former officers and directors) of the Company
and (ii) shares of Common Stock to be granted to certain employees of the
Company. The Shares may be offered and sold from time to time for the account of
the persons referred to in the Registration Statement as "Selling Stockholders."
In this regard, I have examined: (i) the Company's Amended and Restated
1991 Stock Option Plan (the "Option Plan"); (ii) the Company's 1995 Management
Incentive Plan (the "Incentive Plan"); (iii) the award agreements granting
purchase options to certain of the Shares to officers and directors of the
Company; (iv) the Employment Agreement dated August 26, 1994 by and between the
Company and Mark P. Hershhorn (the "Employment Agreement"); (v) the Company's
Certificate of Incorporation and Bylaws, each as amended and as presently in
effect; (vi) the Registration Statement; and (vii) such officers' certificates,
resolutions, minutes, corporate records and other documents as I have deemed
necessary or appropriate for purposes of rendering the opinions expressed
herein.
In rendering such opinions, I have assumed (other than with respect to
the records of the Company or documents to which the Company or any of its
officers or directors are signatories) the authenticity of all documents and
records examined, the conformity with the original documents of all documents
submitted to me as copies and the genuineness of all signatures.
<PAGE> 23
The opinions expressed herein are based solely upon my review of the
documents and other materials expressly referred to above. Other than such
documents and other materials, I have not reviewed any other documents in
rendering such opinions. Such opinions are therefore qualified by the scope of
that document examination.
Based upon and subject to the foregoing, and on such other examination
of law and fact as I have deemed necessary or appropriate in connection
herewith, I am of the opinion that the Shares, issued pursuant to the Option
Plan, the Incentive Plan or the Employment Agreement, as the case may be, are or
will be, as the case may be, duly authorized, validly issued, fully paid and
nonassessable shares of Common Stock, provided that:
1. the Registration Statement has become and remains effective
for the purpose of the sale of the Shares; and
2. consideration for the Shares has been paid to the Company
(and, in the case of Shares to be issued in the form of
certificates, such certificates have been duly executed,
countersigned, registered and delivered).
I have made such investigation of the General Corporation Law of the
State of Delaware as I have considered appropriate for the purposes of rendering
the opinions expressed herein. I am qualified to practice law in the
Commonwealth of Pennsylvania only. This opinion is, accordingly, limited to the
law of the Commonwealth of Pennsylvania, the Federal law of the United States
and the General Corporation Law of the State of Delaware. Except as expressly
otherwise noted herein, this opinion is given as of the date hereof.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference made to me under the caption "Legal
Matters" in the Prospectus constituting a part of the Registration Statement.
Sincerely,
/s/ Marshall A. Fleisher
Marshall A. Fleisher
for NATIONAL MEDIA CORPORATION
MAF:aty
<PAGE> 24
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement on Form S-8 and related Prospectus of National Media
Corporation pertaining to National Media Corporation's Amended and Restated 1991
Stock Option Plan, National Media Corporation's 1995 Management Incentive Plan,
and the Employment Agreement dated August 26, 1994 by and between National Media
Corporation and Mark P. Hershhorn, and to the incorporation by reference therein
of our report dated May 12, 1995, with respect to the consolidated financial
statements and schedule of National Media Corporation included in its Annual
Report on Form 10-K for the year ended March 31, 1995, filed with the Securities
and Exchange Commission.
/s/ ERNST & YOUNG LLP
---------------------
Ernst & Young LLP
Philadelphia, Pennsylvania
July 11, 1995
