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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) April 28, 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.
On April 28, 1997, National Media Corporation (the "Company") issued a
press release announcing that the Company expects to report a loss for
the quarter and for the year ended March 31, 1997. The Company also
announced that Mark P. Hershhorn has resigned as President and Chief
Executive Officer and as a member of the Company's Board of Directors.
A copy of the press release is attached hereto as Exhibit 99 and is
incorporated herein by reference.
In addition, on April 30, 1997, the Company's subsidiary, Positive
Response Television, Inc. ("PRTV"), and the Company reached a
confidential settlement of litigation previously pending between PRTV
and Edmark Industries SDN.BHD concerning the "Super Slicer" product
marketed by PRTV.
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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: May 8, 1997 By: /s/ Brian J. Sisko
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Name: Brian J. Sisko
Title: General Counsel and Vice President,
Global Corporate Development
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EXHIBIT INDEX
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No.
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99 Press Release, dated April 28, 1997.
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EXHIBIT 99
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NATIONAL MEDIA CORPORATION EXPECTS FOURTH QUARTER LOSS AND IS EVALUATING
RESTRUCTURING COSTS AND CERTAIN WRITE-OFFS
ROBERT N. VERRATTI NAMED AS PRESIDENT AND CEO
PHILADELPHIA, April 28 /PRNewswire/ -- -- National Media Corporation (NYSE:
NM) today announced that the Company expects to report an operating loss for its
fourth fiscal quarter and for its fiscal year ended March 31, 1997.
The loss is due to its business improving more slowly than expected in the
fourth fiscal quarter. The Company is in the midst of an evaluation involving
certain of its corporate acquisitions, the carrying value and amortization of
production costs, the value of certain inventories and receivables and a
restructuring of operations, as well as various other matters. As a result, the
Company expects to incur additional losses due to these potential adjustments.
The Company said it would provide more specific financial information on the
quarterly and year-end fiscal results as that information becomes available.
The Company also announced that it has named Robert N. Verratti as President
and Chief Executive Officer and a member of the Board of directors. Moreover,
the Company announced that it has retained Lehman Bros. to assist it in
exploring a full range of strategic business alternatives.
Mr. Verratti replaces Mark P. Hershhorn, who resigned as President and Chief
Executive Officer and as a Director of the Company. The Company said the parting
was amicable and was the result of the recognition by Mr. Hershhorn and the
Board of Directors that their approaches to the development of the Company's
business differed significantly. Frederick S. Hammer, Chairman of the Board,
acknowledged Mr. Hershhorn's contributions to the Company's business and wished
him well in his future endeavors.
Before joining National Media Corporation, Mr. Verratti was a special
advisor for acquisitions to Warren V. (Pete) Musser, the Chairman and CEO of
Safeguard Scientifics. Safeguard Scientifics, Inc. is a billion-dollar
NYSE-listed company (NYSE: SFE) that strategically invests in technology-driven
growth companies. Mr. Musser is also a member of National Media Corporation's
Board of Directors. Mr. Verratti is a member of the Boards of Directors of CRW
Financial and Multigen Inc. Mr. Verratti has also served as CEO of Globe Ticket
Company, a specialty printing company, and as CEO of Total Care Systems, a
congregate care management company. Mr. Verratti is a graduate of the U.S. Naval
Academy and served five years in the Nuclear Submarine Service.
In addressing the retention of Lehman Bros., Mr. Hammer said that the
Company's Board of Directors and senior management decided, in addition to its
existing advisory relationship with J.P. Morgan, to procure additional advice
regarding strategic business alternatives after heavy trading in its common
stock during the period of late February and early March encouraged speculation
about outside interest in the Company. "We decided at that time that we needed
an additional independent perspective in order to best serve the interest of our
shareholders." Hammer said.
National Media Corporation is the world's fastest growing transactional
television programming company and has become a strong, integrated, global
consumer marketer through its consumer programming
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expertise and, with its subsidiary companies, brings transactional television
programming to more than 365 million television households worldwide.
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, (1) projections of revenues, income or loss,
profitability, earnings or loss per share and other financial indicators, (2)
statements of plans or objectives of the Company's management or Board of
Directors and (3) 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 effects 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 bring 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.
To request previous press releases on National Media Corporation, contact PR
Newswire at 800-758-5804. ext. 604644.
SOURCE NATIONAL MEDIA CORPORATION
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/CONTACT: Bruce Boyle, Director of Investor Relations of National Media,
215-988-4641/ (NM)
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