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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) June 30, 1997
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NATIONAL MEDIA CORPORATION
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(Exact name of registrant as specified in charter)
Delaware I-6715 13-2658741
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(State or Other Juris- (Commission File Number) (IRS Employer Identi-
diction of Incorporation) fication No.)
Eleven Penn Center, Ste. 1100, 1835 Market Street, Philadelphia, PA 19103
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(Address of principle executive offices) (Zip Code)
Registrant's telephone number, including area code 215-988-4600
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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 hereof.
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Item 5. Other Events.
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On June 30, 1997, National Media Corporation (the "Company") issued a
press release announcing that the Company will delay, until July 15,
1997, reporting its final audited financial results for the fiscal
year and fiscal quarter ended March 31, 1997. In announcing the delay,
the Company disclosed that it expects to report a pre-tax loss of $40
million to $45 million for the fiscal year. A copy of the press
release is attached hereto as Exhibit 99 and is incorporated herein by
reference.
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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: July 1, 1997 By: /s/ Brian J. Sisko
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Name: Brian J. Sisko
Title: Senior Vice President
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EXHIBIT INDEX
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No.
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99 Press Release, dated June 30, 1997.
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EXHIBIT 99
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National Media Corporation to be Delayed Reporting Fiscal Year and
Fourth Fiscal Quarter Results
Projects Loss, Including Write-Offs Relating to
Acquisition, Inventory, Show Production
Philadelphia, PA -- June 30,1997 -- National Media Corporation (NYSE:NM)
announced that it expects to report on July 15, 1997 its final audited financial
results for the fiscal year and fourth fiscal quarter ended March 31, 1997.
In a previous announcement, the Company said it anticipated a loss for the
fiscal year and fiscal quarter ended March 31, 1997. In announcing the delay,
the Company disclosed that it expects to report a pre-tax loss of $40 million to
$45 million, including approximately $25 million in write-offs and/or
adjustments, principally related to its prior acquisition of Positive Response
Television (PRTV); excess and/or obsolete inventory; the carrying value and
amortization of production costs; severance and legal costs, as well as non-
recurring costs related to the restructuring of the Company. The Company also
announced that, as a result of these losses and its weakened cash position, it
is in technical violation of certain financial ratio covenants under its loan
agreement with its primary lending institution. As a result of all these
events, the Company will receive a "going concern" opinion, rather than an
unqualified opinion, from its auditors when the audit of its year-end results is
completed.
Robert N. Verratti, who came to the Company as President and Chief
Executive Officer in May of 1997, said, "As the Company previously announced,
National Media Corporation faced significant difficulty -- particularly in its
domestic market -- during the latter half of the fiscal year. While we expect
these difficulties to continue throughout the first half of the fiscal year ,
the action plan we've developed for the Company represents positive steps taken
to return the Company to profitability."
"We have learned, in a very short time, the need to refocus this Company on
its strengths. As part of that refocus, the Company is pursuing a business
strategy which concentrates on targeted expansion and cost reduction. Through
our global relationships and international infrastructure, we will aggressively
pursue and expand new and existing global markets. In our more volatile
domestic market, our strategy is to aggressively attack fixed costs by
substituting variable costs wherever possible. In this way, we can make the
Company more nimble and better mitigate the cyclical nature of the domestic
business. We have built a team of extremely creative people and we will pursue
our strategy to provide resources that all that team to drive our business,"
Verratti said.
Actions taken so far, according to Verratti, include:
-- The restructuring of its PRTV subsidiary. Operations at PRTV will
account for more than 50 percent of the fiscal year loss. Its operations have
now been reduced and refocused, with a potential annualized savings of $3.6
million. Mike Levey, Chief Executive Officer of the PRTV subsidiary and one of
the most recognizable on-air talents in the industry, will continue to produce
for, and appear in, National Media shows, including the popular "Amazing
Discoveries" format.
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-- Curtail long-term or unprofitable media contracts, which will result in
a savings of at least $4 million on an annualized basis.
-- Pursue internet and alternative delivery systems, as well as continuity
products, in order to further limit the cyclical nature of the business.
-- Reengineer the corporate structure and reduce the workforce.
-- Outsource the Company's information technology.
-- Pursue a strategy to reduce the cost and increase the efficiency of
order fulfillment.
-- Continue discussions with lending institutions regarding the financing
of ongoing global operations.
-- Continue discussions regarding potential strategic partnerships and
other matters with several interested parties, through its ongoing financial
advisory relationship with Lehman Brothers.
This press release contains forward-looking statements. The Company wishes
to take advantage of the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995 and is including this statement for the purpose of
availing itself of such provisions. Examples of forward-looking statements
include, but are not limited to, (i) projections of revenues, income or loss,
profitability, earnings or loss per share and other financial indicators, (ii)
statements of plans or objectives of the Company's management or Board of
Directors and (iii) other statements about the Company or the infomercial
industry.
The Company's ability to predict projected results or the effect of certain
events on the Company's results of operations is inherently uncertain. Therefore
the Company wishes to caution each reader of this release to carefully consider
certain factors, including competition for customers, media pricing and access,
market conditions regarding buyers and sellers of media, the potential effect of
litigation involving the Company, the risks of doing business in the U.S. and
the international marketplace, issues related to entering new markets, the
inherent difficulty in identifying successful products, locating efficient
suppliers of such products and bringing such products to market in a timely
fashion and other factors, each of which could affect the ability of the Company
to achieve its projected results and may cause actual results to differ
materially from those expressed herein.
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To request previous press releases on National Media Corporation, please
contact PR Newswire at (800) 758-5804 Ext. 604644.
