<PAGE>
As filed with the Securities and Exchange Commission on December 24, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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)
15821 Ventura Boulevard
Suite 570
Los Angeles, California 91436
(Address of principal executive offices)
National Media Corporation 1991 Amended and Restated Stock Option Plan
(Full Title of Plans)
Daniel M. Yukelson
Executive Vice President/Finance and Chief Financial Officer, and Secretary
15821 Ventura Boulevard
Suite 570
Los Angeles, California 91436
(Name and address of agent for service)
(818) 461-6400
(Telephone number, including area code, of agent for service)
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Copies to:
William W. Matthews, III, Esquire
Klehr, Harrison, Harvey, Branzburg & Ellers LLP
1401 Walnut Street
Philadelphia, Pennsylvania 19102
(215) 568-6060
<PAGE>
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
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- ----------------------- -------------------- -------------------------- ------------------------ ------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $1.00 per share 3,800,000(1) $8.97/share (2) $34,086,000 (2) $9,476.00
- ----------------------- -------------------- -------------------------- ------------------------ -------------------
</TABLE>
(1) Represents 3,800,000 additional shares of Registrant=s Common Stock
issuable upon the exercise of options which may be granted under
National Media Corporation's 1991 Amended and Restated Stock Option
Plan.
(2) Based on the average of the high and low trading price of the
Registrant's Common Stock as reported by the New York Stock Exchange on
December 21, 1998, estimated solely for the purpose of calculating the
registration fee in accordance with Rule 457(c) under the Securities
Act of 1933.
<PAGE>
PART I
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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 omitted from this
Registration Statement in accordance with Rule 428 under the Securities Act of
1933, as amended, and the Note to Part I of Form S-8.
<PAGE>
PROSPECTUS
National Media Corporation
15821 Ventura Boulevard
Suite 570
Los Angeles, California 91436
(818) 461-6400
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3,800,000 Shares of Common Stock
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The persons listed in this Prospectus under "Selling Stockholders" are
offering and selling a total of up to 3,800,000 shares of common stock of
National Media Corporation which they may acquire upon exercise of stock options
granted by National Media pursuant to the terms of the National Media
Corporation 1991 Amended and Restated Stock Option Plan.
The Selling Stockholders may offer the shares of common stock through
public or private transactions, on the New York Stock Exchange or the
Philadelphia Stock Exchange under the symbol "NM" at prevailing market prices or
in private transactions at negotiated prices. National Media will pay all costs
and expenses incurred in connection with the registration of the issuance and
resale of the shares of common stock under the Securities Act of 1933. The
Selling Shareholders will pay the costs associated with any sales of the shares
of common stock, including any discounts, commissions and applicable transfer
taxes.
SEE "RISK FACTORS" BEGINNING ON PAGE 3 FOR CERTAIN INFORMATION THAT
SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
------------------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE
SHARES OF COMMON STOCK OR DETERMINED IF THIS PROSPECTUS
IS TRUTHFUL OR COMPLETED ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is December 24, 1998.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS.................................................................3
RISK FACTORS......................................................................................................3
THE COMPANY.......................................................................................................8
RECENT DEVELOPMENTS...............................................................................................8
USE OF PROCEEDS...................................................................................................9
SELLING STOCKHOLDERS.............................................................................................10
PLAN OF DISTRIBUTION.............................................................................................10
LEGAL MATTERS....................................................................................................11
EXPERTS..........................................................................................................11
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..................................................................11
WHERE YOU CAN GET MORE INFORMATION...............................................................................12
</TABLE>
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements contained in this Prospectus discuss future
expectations, contain projections of results of operations or financial
condition or state other "forward-looking" information. Those statements are
subject to known and unknown risks, uncertainties and other factors that could
cause the actual results to differ materially from those contemplated by the
statements. The forward-looking information is based on various factors and has
been derived using numerous assumptions.
- Important factors that may cause actual results to differ from
projections include, for example,
- the success or failure of National Media's efforts to implement
its business strategies;
- competition for National Media's products and media time;
- National Media's ability to raise sufficient capital to expand
our business;
- National Media's ability to develop or obtain rights to
successful new products and ability to exploit alternative
distribution channels such as electronic commerce;
- National Media's ability to attract and retain quality employees
and talented performers for National Media's infomercials; and
- other risks which may be described in National Media's future
filings with the SEC.
National Media does not promise, nor is it obligated, to update
forward-looking information to reflect actual results or changes in assumptions
or other factors that could affect those statements.
RISK FACTORS
You should carefully consider each of the following factors and other
information in this prospectus before deciding to invest in shares of National
Media's Common Stock.
Recent Losses; Cash Flow; Going Concern.
National Media incurred significant losses in four of its last five
fiscal years. National Media also reported a net loss of approximately $12.2
million for the first six months of fiscal 1999. Because of National Media's
financial condition as well as other unfavorable conditions, including cash flow
problems, National Media's independent auditors stated, in their report dated
June 29, 1998, that substantial doubt exists as to National Media's ability to
continue as a going concern. In response to these issues, National Media
developed a business plan and has begun implementing new initiatives designed to
increase revenues, reduce costs and return it to profitability; however, if the
business plan does not adequately address the circumstances and situations which
resulted in National Media's past poor performance, National Media would be
required to seek alternative forms of financing, the availability of which is
uncertain, or be forced to go out of business. On December 3, 1998, National
Media consummated a $20.0 million secured credit agreement with Foothill Capital
Corporation. Borrowings under the credit agreement are subject to certain levels
of collateral and related advance rates.
Risks of Doing Business in the Transactional Television (Infomercial)
and Electronic Commerce Industries
National Media experiences extreme competition for products, customers
and media access in the transactional television and electronic commerce
industries. Accordingly, to be successful, National Media must:
- Accurately predict consumer needs, market conditions and
competition;
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- Introduce successful products;
- Produce compelling infomercials;
- Acquire appropriate amounts of media time;
- Manage its media time effectively;
- Fulfill customer orders timely and efficiently;
- Provide courteous and informative customer service;
- Maintain adequate vendor relationship and terms;
- Enhance successful products to generate additional sales;
- Expand the methods used to sell products;
- Expand in existing geographic markets; and
- Integrate acquired companies and businesses efficiently.
National Media's recent operating results were primarily caused by
delays in product introductions, lack of successful products, failure to
integrate strategic business acquisitions, failure to adequately leverage its
global spending and deteriorating economic conditions in the Asian and South
Pacific markets. National Media actively seeks out new products, new sources of
products and alternative distribution channels, including retail and the
Internet. National Media cannot be sure that inventors and product manufacturers
will select National Media to market their products. Significant delays in
product introductions or a lack of successful products could prevent National
Media from selling adequate amounts of its products and otherwise have a
negative effect on National Media's business.
Dependence on Foreign Sales
National Media markets products to consumers in over 70 countries. In
recent years National Media has derived approximately half of its net revenues
from sales to customers outside the United States and Canada. National Media's
largest international markets are Western Europe and Asia (primarily Japan and
the South Pacific). The economic downturn in the Asian and South Pacific regions
has had and, for the foreseeable future, is expected to have, an adverse effect
on National Media. National Media's international expansion has increased its
working capital requirements due to the additional time required to deliver
products abroad and receive payment from foreign countries.
While National Media's foreign operations have the advantage of airing
infomercials that have already proven successful in the United States, as well
as successful infomercials produced by other infomercial companies with limited
media access and distribution capabilities, there can be no assurance that
National Media's foreign operations will continue to generate similar revenues
or operate profitably. Competition in the international marketplace is
increasing rapidly. In addition, National Media is subject to many risks
associated with 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.
- Lack of available long-form media.
The occurrence of any of these risks could have a negative effect on
National Media's business.
Entering into New Markets
As National Media enters new markets, it is faced with the uncertainty
of never having done business in that market's particular commercial, political
and social environment. Accordingly, despite National Media's best efforts,
likelihood of success is unpredictable for reasons particular to each new
market. It is also possible that, despite National Media's apparently successful
entrance into a new market, some unforeseen circumstance could arise which would
limit National Media's ability to continue to do business, operate profitably or
to expand in that new market.
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Dependence on Successful Products; Unpredictable Market Life; Inventory
Management and Product Returns
National Media is dependent on its continuing ability to introduce
successful new products to supplement or replace existing products as they
mature within their product life cycles. National Media's five most successful
products each year typically account for a substantial amount of National
Media's annual net revenues. Generally, National Media's successful products
change from year to year. Accordingly, National Media's future results of
operations depend on its ability to introduce successful new products
consistently and to capture the full revenue potential of each product at all
stages of consumer marketing and distribution channels during the product's life
cycle.
In addition to a supply of successful new products, National Media's
revenues and results of operations depend on a positive consumer response to its
infomercials, the effective management of product inventory and other factors.
Customer response to infomercials depends on many variables, including the
appeal of the products being marketed, the effectiveness of the infomercial, the
availability of competing products and the timing and frequency of airings.
There can be no assurance that National Media's infomercials will receive market
acceptance.
National Media must have an adequate supply of inventory to meet
consumer demand. Most of National Media's products have a limited market life,
so it is extremely important that National Media generate maximum sales during
this time period. If production delays or shortages, poor inventory management
or inadequate cash flow prevent National Media from maintaining sufficient
inventory during peak periods of demand, National Media could lose potential
product sales, which may never be recouped. In addition, unanticipated
obsolescence of a product may occur or problems may arise regarding regulatory,
intellectual property, product liability or other issues which adversely affect
future sales of a product even though National Media may still hold a large
quantity of the product in inventory. Accordingly, National Media's ability to
maintain systems and procedures to effectively manage its inventory is of
critical importance to National Media's cash flow and results of operations.
The average domestic and international market life of a product is less
than two years. Generally, products generate their most significant revenues in
their first year of sales. In addition, National Media must adapt to market
conditions and competition as well as other factors which may cut short a
product's life cycle and adversely affect National Media's results of
operations.
National Media offers a limited money-back guarantee on all of its
products if the customer is not fully satisfied. Accordingly, National Media's
results of operations may be adversely affected by product returns under
National Media's guarantee, its product warranty or otherwise. Although National
Media establishes reserves against product returns which it believes are
adequate based on product mix and returns history, there can be no assurance
that National Media will not experience unexpectedly high levels of product
returns which exceed the reserves for a particular product. If product returns
do exceed reserves, National Media's results of operations may be adversely
affected.
Dependence on Third Party Manufacturers and Service Providers
Substantially all of National Media's products are manufactured by
other domestic and foreign companies. In addition, National Media sometimes uses
other companies to fulfill orders placed for National Media's products and to
provide telemarketing services. If National Media's suppliers are unable, either
temporarily or permanently, to deliver products to National Media in time to
fulfill sales orders, it could have a material adverse effect on National
Media's results of operations. Moreover, because the time from the initial
approval of a product by National Media's product development department until
the first sale of a product must be short, National Media must be able to cause
its product manufacturers to quickly produce high-quality, reasonably priced
products for it to sell. However, because National Media's primary product
manufacturers are foreign companies which require longer lead times for
products, any delay in production or delivery would adversely affect sales of
the product and National Media's results of operations. In addition, utilization
of foreign manufacturers further exposes National Media to the general risks of
doing business abroad.
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Dependence on Media Access; Effective Management of Media Time
National Media must have access to media time to promote its products
on cable and broadcast networks, network affiliates and local stations, and via
the Internet and radio. National Media purchases a significant amount of media
time from cable television and satellite networks, which assemble programming
for transmission to cable system operators. If demand for air time increases,
cable system operators and broadcasters may limit the amount of time available
for these broadcasts. Larger multiple cable system operators have begun selling
"dark" time, (i.e., the hours during which a network does not broadcast its own
programming) to third parties which may cause prices for such media to rise.
Significant increases in the cost of' media time or significant decreases in
National Media's access to domestic or international media time could negatively
affect National Media. In addition, periodic world events may limit National
Media's access to air time and reduce the number of persons viewing National
Media's infomercials in one or more markets, which would negatively affect
National Media for these periods.
Recently, international media suppliers have begun to negotiate for
fixed media rates, similar to the United States, and minimum revenue guarantees,
each of which increase National Media's cost of media and risk.
In addition to acquiring adequate amounts of media time, National
Media's business depends on its ability to manage efficiently its acquisitions
of media time, by analyzing the need for, and making purchases of, long term
media and spot media. National Media must also properly allocate its available
air time among its current library of infomercials and inventory or availability
of its products. Whenever National Media makes advance purchases and commitments
to purchase media time, it must manage the media time effectively, because the
failure to do so could negatively affect National Media's business. If National
Media cannot use all of the media time it has acquired, it attempts to sell its
excess media time to others. However, there can be no assurance that National
Media will be able to use or sell all of its purchased media time.
In April 1998, National Media began leasing a twenty-four hour
transponder on a newly-launched Eutelstat satellite, the "Hotbird IV," which
broadcasts across Europe. National Media has incurred significant start-up costs
in connection with the transponder lease. If National Media is unable to use
effectively or sell the transponder media time, National Media's business could
be negatively affected.
Litigation and Regulatory Actions
There have been many lawsuits against companies in the direct marketing
industry. Also, in recent years, National Media has been involved in significant
legal proceedings and regulatory actions by the Federal Trade Commission and
Consumer Product Safety Commission, which have resulted in significant costs and
charges to National Media in defending and settling these matters. In addition,
National Media, its wholly-owned subsidiary, Positive Response Television, Inc.
and its chief executive officer are subject to FTC consent orders which require
them to submit periodic compliance reports to the FTC. Any additional FTC or
CPSC violations or significant new litigation could have an adverse impact on
National Media's business.
In August 1998, National Media received notice from the New York Stock
Exchange ("NYSE") that it did not meet the NYSE's standards for continued
listing. Representatives from National Media met with the NYSE staff and
proposed actions to the NYSE designed to restore its compliance with the listing
standards. The NYSE reviewed National Media's compliance plan and informed
National Media that, while it would continue to monitor National Media's
compliance and performance, no action by the NYSE was presently contemplated. If
National Media's common stock is delisted from trading on the NYSE, it would
have severe negative effects on National Media and its stockholders.
Product Liability Claims
Products sold by National Media may expose it to potential liability
from damages claims by users of the products. In certain instances, National
Media is able to obtain contractual indemnification rights against these
liabilities from the manufacturers of the products. In addition, National Media
generally requires its manufacturers to carry
6
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product liability insurance. However, National Media cannot be certain that
manufacturers will maintain this insurance or that their coverage will be
adequate to cover all claims. In addition, National Media cannot be certain that
it will be able to maintain its insurance coverage or obtain additional coverage
on acceptable terms, or that its insurance will provide adequate coverage
against all claims.
Competition
National Media competes directly with companies which generate sales
from infomercials and with other direct marketing and electronic commerce
companies. National Media also competes with a large number of consumer product
retailers, many of which have substantially greater financial, marketing and
other resources than National Media. Some of these retailers have recently
begun, or indicated that they intend to begin, selling products through direct
response marketing methods, including sales within various electronic commerce
channels, such as the Internet. National Media also competes with companies that
make imitations of National Media's products at substantially lower prices,
which may be sold in department stores, pharmacies, general merchandise stores
and through magazines, newspapers, direct mail advertising, catalogs and the
Internet.
Dependence on Key Personnel
National Media's executive officers have substantial experience and
expertise in direct response sales and marketing, electronic commerce and media.
In particular, National Media is highly dependent on certain of its employees
responsible for product development, production of infomercials and purchases of
media. If any of these individuals leave National Media, National Media's
business could be negatively affected. Steven Lehman, National Media's Chairman
of the Board and Chief Executive Officer, Eric Weiss, National Media's Vice
Chairman of the Board and Chief Operating Officer and Daniel Yukelson, National
Media's Executive Vice President/Finance and Chief Financial Officer, and
Secretary are currently compensated pursuant to the terms of a consulting
agreement. While National Media expects to enter into employment agreements with
each of Messrs. Lehman, Weiss and Yukelson, the loss of any of them would
negatively affect National Media's business.
Year 2000 Issues
The operation of National Media's business is dependent on its computer
hardware, software programs and operating systems. Computer technology is used
in several key areas of National Media's business, including merchandise
purchasing, inventory management, pricing, sales, fulfillment and financial
reporting, as well as in various administrative functions. National Media has
been evaluating its computer technology to identify potential Year 2000
compliance issues and has begun an implementation process with respect thereto.
It is anticipated that modification or replacement of some of National Media's
computer technology will be necessary to enable National Media's computers to
recognize the Year 2000. National Media does not expect that the costs
associated with achieving Year 2000 compliance will have a significant effect on
its business. In addition, National Media is also dependent on third-party
suppliers and vendors and will be vulnerable to such parties' failures to
address and resolve their Year 2000 issues. While National Media is not aware of
any known third party problems that will not be corrected, National Media has
limited information concerning the Year 2000 readiness of third parties. If
management is incorrect, Year 2000 problems could have a negative effect on
National Media and its business.
Seasonality
National Media's revenues vary throughout the year. National Media's
revenues have historically been highest in its third and fourth fiscal quarters
and lower in its first and second fiscal quarters due to fluctuations in the
number of television viewers. These seasonal trends have been and may continue
to be affected by the timing and success of new product offerings and the
potential growth in National Media's electronic commerce and retail businesses.
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Risk of Substantial Dilution
Sales of a substantial number of shares of National Media's common
stock in the public market could adversely affect the market price of National
Media's common stock. As of December 21, 1998, there were 29,630,816 shares of
National Media's common stock outstanding, nearly all of which are freely
tradeable. In addition, approximately 50 million shares of National Media's
common stock are currently reserved for issuance upon the exercise of
outstanding options and warrants and the conversion of convertible preferred
stock. For example, approximately 18.5 million shares of common stock will be
issued to holders of National Media's Series D Convertible Preferred Stock
(based on a conversion price of $1.073125 per share) and approximately 13.3
million shares of common stock will be issued to holders of National Media's
Series E Convertible Preferred Stock (based on a conversion price of $1.50 per
share).
THE COMPANY
National Media is principally engaged in the use of direct response
transactional television programming, known as infomercials, and electronic
commerce, to sell consumer products. National Media manages all phases of direct
marketing for the majority of its products in both the United States and
international markets, including product selection and development,
manufacturing by third parties, production and broadcast of infomercials, order
processing and fulfillment and customer service.
National Media is engaged in direct marketing of consumer products in
the United States and Canada through its wholly-owned subsidiary, Quantum North
America, Inc. (formerly Media Arts International, Ltd.), which National Media
acquired in 1986, and internationally through its wholly-owned subsidiaries:
Quantum International Limited, which National Media acquired in 1991; Quantum
Far East Ltd., through which National Media operates in all Asian countries
other than Japan; Quantum International (Japan) Company Limited, which National
Media formed in June 1995; and Prestige Marketing Limited and Suzanne Paul
Holdings Pty Limited and its operating subsidiaries which National Media
acquired in July 1996. National Media produces infomercials through Quantum
Television (formerly d/b/a DirectAmerica Corporation), which National Media
acquired in October 1995.
National Media is a Delaware corporation, with its principal executive
offices located at 15821 Ventura Boulevard, Suite 570, Los Angeles, California
91436 and its telephone number is 818-461-6400.
RECENT DEVELOPMENTS
On October 23, 1998, National Media announced the consummation of a
transaction (the "Transaction") pursuant to which, among other things,
operational control of National Media was assumed by an investor group led by
Messrs. Lehman, Weiss and Yukelson. At a special meeting of National Media's
stockholders held earlier on October 23rd, prior to consummation of the
Transaction, National Media's stockholders approved the Transaction, elected
nine directors, approved an amendment to National Media's 1991 Stock Option Plan
and ratified the appointment of Ernst & Young LLP as National Media's auditors
for the fiscal year ending March 31, 1999.
In connection with the Transaction, NM Acquisition Co., LLC, a Delaware
limited liability company ("ACO"), invested an additional $20,000,000 into
National Media in exchange for shares of newly-created Series E Convertible
Preferred Stock ("Series E Stock") which shares are convertible into 13,333,333
shares of Common Stock. ACO is managed by Temporary Media Co., LLC, a Delaware
limited liability company ("TMC") of which Messrs. Lehman, Weiss and Yukelson
are the managing members. As part of the Transaction, TMC was granted a
five-year option to purchase up to 212,500 shares of Common Stock, subject to
certain vesting requirements, at an exercise price of $1.32 and warrants to
purchase up to 3,762,500 shares of Common Stock at an exercise price ranging
from $1.32 to $3.00, (1,000,000 of which may not be exercised by TMC or any
employee of TMC). Financing for the Transaction was obtained through the private
placement of equity interests in ACO. A portion of the $20,000,000 was used to
repay in full National Media's obligations to its secured lender. The remainder
of the funds was used to pay certain expenses of the Transaction and for working
capital purposes.
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As of the closing of the Transaction, members of ACO and TMC
beneficially owned an aggregate of 26,619,854 shares of Common Stock (which
included shares of Common Stock underlying the Series E Stock, the Series D
Preferred Stock, the Series D Common Stock Warrants and the Series C Common
Stock Warrants (collectively, the "Securities")), along with the TMC options and
TMC warrants set forth above, which represented approximately 34% of the then
outstanding Common Stock on a fully diluted basis. Immediately following
consummation of the Transaction, ACO was dissolved and the Securities were
distributed to its members pro rata according to their membership interests in
ACO. In connection with the dissolution of ACO, each of its members granted TMC
an irrevocable proxy to vote their respective shares with regard to any election
of Directors.
Pursuant to the terms of the Transaction, (i) the stockholders of
National Media elected Messrs. Lehman and Weiss and Andrew M. Schuon to National
Media's Board of Directors, (ii) each of Albert R. Dowden, William M. Goldstein,
Frederick S. Hammer, Robert N. Verratti and Jon W. Yoskin resigned from the
Board of Directors, effective October 23, 1998, (iii) the size of the Board of
Directors was reduced from nine to seven members and (iv) Stuart D. Buchalter,
David E. Salzman and Robert W. Crawford were appointed to the Board of
Directors. Following consummation of the Transaction, Mr. Lehman was appointed
Chairman of the Board and Chief Executive Officer, Mr. Weiss was appointed Vice
Chairman of the Board and Chief Operating Officer, John W. Kirby was appointed
President and Mr. Yukelson was appointed Executive Vice President/Finance and
Chief Financial Officer and Secretary of National Media.
USE OF PROCEEDS
National Media 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.
Upon the exercise of stock options or warrants by the holders thereof, National
Media will receive the exercise price of the stock options or the warrants. To
the extent the stock options or warrants are exercised, National Media will
apply the proceeds thereof to its general corporate purposes.
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SELLING STOCKHOLDERS
The following persons are eligible to sell, pursuant to this
Prospectus, the number of shares of Common Stock set forth opposite their name
in the table below. The Selling Stockholders may offer and sell the shares of
Common Stock from time to time in the manner set forth in the Plan of
Distribution. However, the Selling Stockholders are under no obligation to sell
all or any portion of their shares of Common Stock offered hereby.
<TABLE>
<CAPTION>
Pre-Offering Post-Offering
------------ -------------
Total Total
Number Number
of Shares of Shares
Name and Relationship Beneficially Shares Beneficially Percentage
to the Company Owned(1) Offered Owned(2) of Class(3)
-------------- -------- ------- -------- -----------
<S> <C> <C> <C> <C> <C>
John W. Kirby(4) 1,274,089 330,000 944,089 3.1%
Other Eligible Participants -- 3,470,000 0 0
</TABLE>
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* Indicates less than one percent (1%).
(1) All persons are employees of the Company unless otherwise indicated.
(2) Assumes the exercise of all options to purchase shares of Common Stock
granted to the Selling Shareholders.
(3) Assumes the offer and sale of all shares of Common Stock eligible to be
offered and sold hereby by the Selling Stockholders to third parties
unaffiliated with such Selling Stockholders.
(4) 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 upon 29,630,816 shares of Common Stock issued and
outstanding as of December 21, 1998.
(5) Mr. Kirby is President of National Media and a member of its Board of
Directors.
PLAN OF DISTRIBUTION
The shares of Common Stock are being offered on behalf of the Selling
Stockholders and the Company will not receive any proceeds from the Offering.
The shares of Common Stock may be sold or distributed from time to time by the
Selling Stockholders, or by pledgees, donees or transferees of, or other
successors in interest to, the Selling Stockholders, directly to one or more
purchasers (including pledgees) or through brokers, dealers or underwriters who
may act solely as agent or may acquire such shares as principals, at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices, at negotiated prices, or at fixed prices, which may be subject to
change. The sale of the shares of Common Stock may be effected in one or more of
the following methods: (i) ordinary brokers' transactions, which may include
long or short sales; (ii) transactions involving cross or block trades or
otherwise on the NYSE and PHLX; (iii) purchases by brokers, dealers or
underwriters as principal and resale by such purchasers for their own accounts
pursuant to this Prospectus; (iv) "at the market" to or through market makers or
into established trading markets, including direct sales to purchasers or sales
effected through agents; (vi) any combination of the foregoing, or by any other
legally available means. In addition, the Selling Stockholders or its successor
in interest may enter into hedging transactions with broker-dealers who may
engage in short sales of shares of Common Stock in the course of hedging the
position they assume with the Selling Stockholders. The Selling Stockholders or
their successors in interest may also enter into option or other transactions
with broker-dealers that require the delivery by such broker-dealers of the
shares of Common Stock, which shares of Common Stock may be resold thereafter
pursuant to this Prospectus. There can be no assurance that all or any of the
shares of Common Stock will be issued to, or sold by, the Selling Stockholders.
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Brokers, dealers, underwriters or agents participating in the sale of
the shares of Common Stock as agents may receive compensation in the form of
commissions, discounts or concessions from the Selling Stockholders and/or
purchasers of the Common Stock for whom such broker-dealers may act as agent, or
to whom they may sell as principal, or both (which compensation to a particular
broker-dealer may be less than or in excess of customary commissions). The
Selling Stockholders and any broker-dealers or other persons who act in
connection with the sale of the Common Stock hereunder may be deemed to be
"Underwriters" within the meaning of the Securities Act, and any commission they
receive and proceeds of any sale of such shares may be deemed to be underwriting
discounts and commissions under the Securities Act. Neither the Company nor the
Selling Stockholders can presently estimate the amount of such compensation. The
Company knows of no existing arrangements between the Selling Stockholders and
any other stockholders, broker, dealer, underwriter or agent relating to the
sale or distribution of the shares of Common Stock.
The Selling Stockholders and any other persons participating in the
sale or distribution of the Common Stock will be subject to applicable
provisions of the Exchange Act and the rules and regulations thereunder, which
provisions may limit the timing of purchases and sales of any of the Common
Stock by the Selling Stockholders or any other such persons. The foregoing may
affect the marketability of the Common Stock.
The Company will pay substantially all of the expenses incident to the
registration, offering and sale of the Common Stock to the public other than
commissions or discounts of underwriters, broker-dealers or agents. The Company
has also agreed to indemnify the Selling Stockholders and certain related
persons against certain liabilities, including liabilities under the Securities
Act.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby has been
passed upon for the Company by the Company's outside legal counsel, Klehr,
Harrison, Harvey, Branzburg & Ellers LLP, Philadelphia, Pennsylvania.
EXPERTS
The consolidated financial statements and schedule of National Media
Corporation appearing in the Company's Annual Report (Form 10-K) for the year
ended March 31, 1998 have been audited by Ernst & Young LLP, auditors, as set
forth in their report thereon (which contains an explanatory paragraph
indicating that matters exist that raise substantial doubt as to the Company's
ability to continue as a going concern) included therein and incorporated herein
by reference. Such consolidated financial statements and schedule have been
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows companies to "incorporate by reference" the information
filed with them, which means that National Media can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this Prospectus and
information National Media files later with the SEC will automatically update
and supersede this information. National Media incorporates by reference the
documents listed below and any future filings it will make with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934:
(a) National Media's Annual Report on Form 10-K for the fiscal year
ended March 31, 1998;
(b) Amendment No. 1 on Form 10-K/A;
(c) National Media's Quarterly Reports on Form 10-Q for the quarters
ended June 30, 1998 and September 30, 1998;
(d) National Media's Current Reports on Form 8-K, dated April 8,
1998, June 1, 1998 , July 15, 1998, August 13, 1998 and October
23, 1998;
(e) National Media's proxy statement on Schedule 14A, dated September
23, 1998; and
11
<PAGE>
(f) The description of National Media's Common Stock contained in
National Media's Registration Statement on Form 8-A, dated August
28, 1990, including all amendments and reports filed for the
purpose of updating such description.
This Prospectus is part of a registration statement National Media
filed with the SEC. You should rely only on the information or representations
provided in this Prospectus. National Media has authorized no one to provide you
with different information. National Media is not offering or selling these
securities in any state where the offer or sale is not permitted. You should not
assume that the information in this Prospectus is accurate as of any date other
than the date stated on the front cover page of this Prospectus.
National Media will provide without charge to each person 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. You should direct
your requests for copies to National Media Corporation, c/o Quantum Television,
15821 Ventura Boulevard, Suite 570, Los Angeles, California 91436; Attention:
Investor Relations, telephone number 818-461-6400, facsimile number
818-461-6525.
WHERE YOU CAN GET MORE INFORMATION
At your request, we will provide you, without charge, a copy of any
exhibits to National Media's Registration Statement. If you would like more
information, write or call us at:
National Media Corporation
Attention: Investor Relations
15821 Ventura Boulevard, Suite 570
Los Angeles, CA 91436
Telephone: (818) 461-6400
Facsimile: (818) 461-6530
National Media's fiscal year ends on March 31. National Media intends
to provide to its stockholders annual reports containing audited financial
statements and other appropriate reports. In addition, National Media files
annual, quarterly and current reports, proxy statements and other information
with the SEC. You may read and copy any reports, statements or other information
we file at the SEC's public reference room in Washington, D.C. You can request
copies of these documents, upon payment of a duplicating fee, by writing to the
SEC. Please call the SEC at 1-800-SEC-0330 for further information on the
operation of the public reference rooms. National Media's SEC filings are also
available to the public on the SEC Internet site at http\\www.sec.gov.
12
<PAGE>
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 Shareholders. 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
buy any of the securities offered hereby in any jurisdiction
to any person 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
circumstances, create any implication that the information
contained herein is correct as of any date subsequent to the
date hereof.
3,800,000 Shares of Common Stock
National Media Corporation
--------------
PROSPECTUS
--------------
December 24, 1998
<PAGE>
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, as amended, are incorporated into this Registration Statement by
reference:
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended March 31, 1998;
(b) Amendment No. 1 on Form 10-K/A;
(c) The Company's Quarterly Reports on Form 10-Q for the
quarters ended June 30, 1998 and September 30, 1998;
(d) The Company's Current Reports on Form 8-K, dated April
8, 1998, June 1, 1998 , July 15, 1998, August 13, 1998
and October 23, 1998;
(e) The Company's proxy statement on Schedule 14A, dated
September 23, 1998; and
(f) 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.
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.
Not applicable.
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 the 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
II-1
<PAGE>
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 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.
Not applicable.
Item 8. Exhibits.
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
4* National Media Corporation's Amended and Restated 1991 Stock Option
Plan.
5 Opinion of Klehr, Harrison, Harvey, Branzburg & Ellers LLP with
respect to the legality of the shares of Common Stock being registered
hereunder.
23 Consent of Ernst & Young LLP, independent certified public
accountants, with respect to the consolidated financial statements of
National Media Corporation for the year ended March 31, 1998.
24 Powers of Attorney (included in the signature pages hereto).
</TABLE>
- --------------
* Incorporated by reference from Registrant's Proxy Statement on Schedule
14A, dated September 23, 1998.
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;
(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 post-effective 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.
(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 therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
II-2
<PAGE>
(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.
(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.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Los Angeles, State of California, on this 22nd day of
December, 1998.
NATIONAL MEDIA CORPORATION
BY: /s/ Stephen C. Lehman
----------------------------------------
Stephen C. Lehman, Chairman of the Board
and Chief Executive Officer
POWER OF ATTORNEY
Each of the undersigned officers and directors of National Media Corporation
whose signature appears below hereby appoints Stephen C. Lehman and Daniel M.
Yukelson as true and lawful attorney-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 any of them, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities indicated on this 22nd day of December, 1998.
Signature Title(s)
--------- --------
/s/ Stephen C. Lehman Chairman of the Board and Chief
----------------------------- Executive Officer
Stephen C. Lehman
/s/ Daniel M. Yukelson Executive Vice President/Finance and Chief
----------------------------- Financial Officer, and Secretary
Daniel M. Yukelson
/s/ Stuart D. Buchalter Director
-----------------------------
Stuart D. Buchalter
/s/ Robert W. Crawford Director
-----------------------------
Robert W. Crawford
/s/ John W. Kirby President and Director
-----------------------------
John W. Kirby
/s/ David E. Salzman Director
-----------------------------
David E. Salzman
/s/ Andrew M. Schuon Director
-----------------------------
Andrew M. Schuon
/s/ Eric R. Weiss Vice Chairman of the Board of Directors and
----------------------------- Chief Operating Officer
Eric R. Weiss
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
5 Opinion of Klehr, Harrison, Harvey, Branzburg & Ellers LLP with
respect to the legality of the shares of Common Stock being
registered hereunder.
23 Consent of Ernst & Young LLP, independent certified public
accountants, with respect to the consolidated financial
statements of National Media Corporation for the fiscal year
ended March 31, 1998.
</TABLE>
<PAGE>
EXHIBIT 5
[LETTERHEAD OF KLEHR, HARRISON, HARVEY, BRANZBURG & ELLERS LLP]
December 23, 1998
Board of Directors
National Media Corporation
15821 Ventura Boulevard
Suite 570
Los Angeles, California 91436
Re: Registration Statement on Form S-8
----------------------------------
Gentlemen:
We have acted as counsel to National Media Corporation (the "Company")
in connection with the proposed registration of shares (the "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 (the "Securities Act"). 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 consist of 3,800,000 additional shares of Common Stock
issuable upon the exercise of options (the "Plan Options") granted or to be
granted to certain Eligible Participants (as defined in the Option Plan)
pursuant to the National Media Corporation Amended and Restated 1991 Stock
Option Plan (the "Option Plan"). Certain of 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."
<PAGE>
Board of Directors
December 23, 1998
Page 2
In this regard, we have examined: (i) the Option Plan; (ii) the award
agreements granting Plan Options pursuant to the Option Plan to certain Eligible
Participants; (iii) the Company=s Certificate of Incorporation and Bylaws, each
as amended and as presently in effect; (iv) the Registration Statement; and (v)
such officers= certificates, resolutions, minutes, corporate records and other
documents as we have deemed necessary or appropriate for purposes of rendering
the opinions expressed herein.
In rendering such opinions, we have assumed the authenticity of all
documents and records examined, the conformity with the original documents of
all documents submitted to us as copies and the genuineness of all signatures.
The opinions expressed herein are based solely upon our review of the
documents and other materials expressly referred to above. Other than such
documents and other materials, we 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 examinations
of law and fact as we have deemed necessary or appropriate in connection
herewith, we are of the opinion that, upon exercise of the Plan Options in
accordance with the provisions of the Option Plan and the applicable award
agreements, in accordance with their terms, the Shares issued pursuant to the
Option Plan, are or will be, as the case may be, duly authorized, validly
issued, fully paid and nonassessable shares of Common Stock.
This opinion is limited to the law of the State of Delaware. Except as
expressly otherwise noted herein, this opinion is given as of the date hereof.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference made to this firm under the caption
"Legal Matters" in the Prospectus constituting a part of the Registration
Statement. By giving such consent, we do not hereby admit that we fall within
the category of persons whose consent is required pursuant to Section 7 of the
Securities Act.
Very truly yours,
/s/ Klehr, Harrison, Harvey, Branzburg & Ellers LLP
<PAGE>
EXHIBIT 23
----------
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 for the registration of 3,800,000 shares of its common stock and to
the incorporation by reference therein of our report dated June 29, 1998 with
respect to the consolidated financial statements and schedule of National Media
Corporation included in its Annual Report (Form 10-K) for the year ended March
31, 1998, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Philadelphia, PA
December 23, 1998
