<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
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, 1996
--------------------
NATIONAL MEDIA CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in charter)
Delaware I-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.)
----------------------------------
No Exhibit Index appears herein.
<PAGE>
Item 7(b) of National Media Corporation's (the "Registrant") Current Report on
Form 8-K, dated May 17, 1996 (the "Report"), is hereby amended and restated in
its entirety as follows:
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(b) PRO FORMA FINANCIAL INFORMATION.
The following Pro Forma Consolidated Balance Sheet (unaudited) at March 31, 1996
and Pro Forma Consolidated Statement of Income (unaudited) for the 12 months
ended March 31, 1996 give pro forma effect to (i) the Registrant's acquisition
of DirectAmerica Corporation and California Production Group, Inc.
(collectively, "DirectAmerica") in October 1995, and (ii) the Registrant's
acquisition of Positive Response Television, Inc. ("Positive Response")
described more fully under Item 2 of the Report, as if such transactions
occurred as of March 31, 1996 for the Pro Forma Consolidated Balance Sheet and
as of April 1, 1995 for the Pro Forma Consolidated Statement of Income. Each of
such acquisitions was treated as a "purchase" for accounting purposes.
The Pro Forma Consolidated Balance Sheet is based on (i) the Registrant's
historical condensed consolidated balance sheet as of March 31, 1996 (which
reflects the acquisition of DirectAmerica in October 1995), and (ii) Positive
Response's unaudited condensed consolidated balance sheet as of March 31, 1996.
The Pro Forma Consolidated Statement of Income is based on (i) the Registrant's
historical condensed consolidated statement of operations for the fiscal year
ended March 31, 1996 (which reflects data for DirectAmerica for the period
beginning October 25, 1995 through March 31, 1996), (ii) Positive Response's
unaudited condensed consolidated statements of operations for the nine month
period ended December 31, 1995 and the three month period ended March 31, 1996,
and (iii) a pro-rata portion (approximately 70%) of DirectAmerica's unaudited
historical combined statement of operations for the period January 1 to
October 24, 1995.
The pro forma information does not purport to be indicative of the combined
results of operations or financial position that would have been reported had
these transactions taken place as of March 31, 1996 with respect to the Pro
Forma Consolidated Balance Sheet data or as of April 1, 1995 with respect to the
Pro Forma Consolidated Statement of Income data, as the case may be, or future
results of operations or financial position of the Registrant. The Pro Forma
Consolidated Financial Statements should be read in conjunction with the
Registrant's historical financial statements and related notes thereto included
in its Annual Report on Form 10-K for the fiscal year ended March 31, 1996, and
the historical financial statements and notes thereto of Positive Response for
the year ended December 31, 1995 and the three months ended March 31, 1996
included in the Report under Item 7(a).
The Pro Forma Consolidated Financial Statements do not give effect to any shares
of the Registrant's common stock which may be issued to shareholders of
DirectAmerica contingent upon certain revenue levels being achieved. See the
Registrant's Current Report on Form 8-K, dated October 19, 1995, under Item 2
for a complete description of the circumstances under which such shares may be
issued. The Pro Forma Consolidated Financial Statements do give effect to the
issuance of the Escrow Shares (as defined under Item 2 of the Report).
-2-
<PAGE>
<TABLE>
<CAPTION>
PRO FORMA CONSOLIDATED BALANCE SHEET (UNAUDITED)
AT MARCH 31, 1996
----------------------------
HISTORICAL
------------- ------------
NATIONAL POSITIVE PRO FORMA
MEDIA RESPONSE ADJUSTMENTS(1) PRO FORMA
-------- -------- -------------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 18,405 $ 2,487 $ 0 $ 20,892
Accounts receivable, net 32,051 5,469 (515) (2) 36,597
(158) (3)
(250) (4)
Inventories 22,605 2,022 (250) (4) 24,377
Prepaid expenses and other 19,323 7,265 (1,000) (4) 25,588
-------- -------- -------- --------
Total current assets 92,384 17,243 (2,173) 107,454
Property, plant and
equipment, net 6,954 618 0 7,572
Other assets 2,907 676 (740) (5) 2,843
Goodwill and intangibles, net 14,303 0 16,191 (4) 31,394
900 (5)
-------- -------- -------- --------
TOTAL ASSETS $116,548 $ 18,537 $ 14,178 $149,263
-------- -------- -------- --------
-------- -------- -------- --------
LIABILITIES AND SHAREHOLDERS'
EQUITY
Current Liabilities:
Current maturities of long-term debt $ 876 $ 25 $ 0 $ 901
Accounts payable 20,412 1,329 0 21,741
Accrued expenses 26,510 3,366 (515) (2) 30,021
160 (5)
500 (4)
Notes payable to bank 0 1,578 0 1,578
Other 5,864 401 0 6,265
-------- -------- -------- --------
Total current liabilities 53,662 6,699 145 60,506
Long-term debt and capital
lease obligations 4,054 85 0 4,139
Other liabilities 2,370 0 0 2,370
-------- -------- -------- --------
Total liabilities 60,086 6,784 145 67,015
SHAREHOLDERS' EQUITY 56,462 11,753 (158) (3)(8) 82,248
(11,753) (4)
25,944 (4)
-------- -------- -------- --------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $116,548 $ 18,537 $ 14,178 $149,263
-------- -------- -------- --------
-------- -------- -------- --------
</TABLE>
-3-
<PAGE>
<TABLE>
<CAPTION>
PRO FORMA CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
YEAR ENDED MARCH 31, 1996
-------------------------------------
HISTORICAL
-------------------------------------
PRO FORMA PRO FORMA
ADJUSTMENTS ADJUSTMENTS
NATIONAL DIRECT POSITIVE FOR FOR
MEDIA AMERICA RESPONSE DIRECT AMERICA(1) POSITIVE RESPONSE(1) PRO FORMA
-------- -------- -------- ----------------- -------------------- ---------
(DOLLARS IN THOUSANDS,
EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C>
Revenues:
Product sales $285,676 $ 0 $ 43,362 $ 0 $ 0 $329,038
Royalties 5,597 1,485 1,971 (1,157)(6) (1,115)(6) 6,781
Production income 0 692 0 (270)(7) 0 422
Sales commissions
and other revenues 1,334 8 173 0 0 1,515
-------- -------- -------- -------- -------- --------
Net revenues 292,607 2,185 45,506 (1,427) (1,115)(6) 337,756
Operating costs and
expenses:
Media Purchase 86,518 0 23,437 0 0 109,955
Direct costs 151,198 1,266 20,934 (1,157)(6) (1,115)(6) 171,014
(270)(7) 158 (8)
Selling, general and
administrative 33,772 1,011 6,029 290 (9) 855 (9) 41,857
(100)(11)
Interest income 0 0 (36) 0 0 (36)
Interest expense 1,015 0 0 0 0 1,015
-------- -------- -------- -------- -------- --------
Total Operating Expenses 272,503 2,277 50,364 (1,237) (102) 323,805
-------- -------- -------- -------- -------- --------
Income (loss) before 20,104 (92) (4,858) (190) (1,013) 13,951
income taxes
Income taxes 3,525 18 (1,648) 0 523 (10) 2,418
-------- -------- -------- -------- -------- --------
Net income (loss) 16,579 (110) (3,210) (190) (1,536) 11,533
-------- -------- -------- -------- -------- --------
-------- -------- -------- -------- -------- --------
Income (loss) per share
Primary $ .74 $ .48
-------- --------
-------- --------
Fully-diluted $ .71 $ .45
-------- --------
-------- --------
Weighted average number
of common shares
outstanding
Primary 23,175,900 25,326,259 (12)
---------- ----------
---------- ----------
Fully-diluted 23,287,600 25,437,959 (12)
---------- ----------
---------- ----------
</TABLE>
-4-
<PAGE>
The pro forma adjustments to the Pro Forma Consolidated Balance Sheet and Pro
Forma Consolidated Income Statement are as follows:
(1) Represents the pro forma adjustments related to the Registrant's
acquisition of DirectAmerica and Positive Response, as applicable.
(2) Elimination of royalties payable to Positive Response by the
Registrant.
(3) Elimination of billings by Positive Response to the Registrant for shows
licensed to the Registrant for global airing.
(4) To record the excess of the purchase price for the net assets acquired
under the purchase method of accounting for the Positive Response
acquisition. The purchase price allocation for Positive Response is based
on management's preliminary estimates of the fair value of assets acquired
and liabilities assumed. The final allocation may differ from these
estimates. The consideration for the acquisition is the issuance of
1,836,773 shares of the Registrant's common stock valued at $25.9 million.
(5) Recording of expenses in connection with the Registrant's acquisition of
Positive Response.
(6) Elimination of royalty revenues generated by DirectAmerica and Positive
Response (and the related expenses incurred by the Registrant) from shows
produced by DirectAmerica and Positive Response for the Registrant.
(7) Elimination of production income and related costs incurred by
DirectAmerica on shows produced for the Registrant.
(8) Elimination of rights fee income earned by Positive Response on shows
licensed to the Registrant for global airing.
(9) Represents the amortization of intangibles by the straight-line method over
twenty years.
(10) To record the tax effect of pro forma adjustments to income.
(11) Reflects base salary of major DirectAmerica shareholder under new
employment agreement as compared to salary under prior owner/operator
business structure.
(12) Earnings per share are based upon the weighted average number of shares of
the Registrant's common stock and common equivalent shares outstanding for
the period presented, assuming the issuance of an aggregate of 554,456
shares in connection with the acquisition of DirectAmerica in October 1995
(of which 313,586 are not included in the Registrant's historic weighted
average for the twelve months ended March 31, 1996) and the issuance of an
aggregate of 1,836,773 shares in connection with the Registrant's
acquisition of Positive Response on May 17, 1996.
-5-
<PAGE>
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.
NATIONAL MEDIA CORPORATION
(Registrant)
Date: JUNE 13, 1996 By: /s/ James M. Gallagher
-------------- -----------------------------------------
Name: James M. Gallagher
Title: Chief Financial Officer
