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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) March 30, 1998
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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 March 30, 1998, National Media and ValueVision International, Inc.
("ValueVision") announced the selection of veteran marketing, direct response
and retail executive, Gene McCaffery, 50, as Chief Executive Officer of Quantum
Direct Corporation ("Quantum Direct"), the international electronic commerce
company to be formed by the proposed merger (the "Merger") of National Media and
ValueVision. Mr. McCaffery brings to Quantum Direct 25 years in retail and
marketing experience, as well as substantial executive experience. He currently
serves as Chief Executive Officer and managing director of Marketing Advocates,
LLC, a celebrity-driven product and service development company based in Los
Angeles, CA. Mr. McCaffery was formerly Senior Executive Vice President of
Montgomery Ward & Co., Incorporated, a $7 billion retail chain ("Montgomery
Ward"), in charge of its merchandising, strategic planning, advertising and
marketing operations before leaving in 1996 to start Marketing Advocates. While
at Montgomery Ward, McCaffery also oversaw The Signature Group, one of the
nation's largest direct marketing companies. Mr. McCaffery also served as
vice-Chairman of the Board of ValueVision from August 1995 to March 1996. Mr.
McCaffery served as an infantry officer in Vietnam War and was appointed as
Civilian Aide to the Secretary of the Army by President George Bush in 1991, a
position that he still holds.
Mr. McCaffery and Quantum Direct have entered into a three year employment
agreement providing for a base salary of $500,000 during the first year,
$525,000 during the second year, and $550,000 during the third year. The
agreement also provides for bonus salary of up to 100% of the base salary, which
may be earned upon Quantum Direct meeting certain operating income, revenue and
stock performance criteria. In addition, pursuant to the agreement,
Mr. McCaffery has been issued stock options to acquire 800,000 shares of Quantum
Direct's Common Stock, $.01 par value, with an exercise price equal to $3.375
per share, the last trading price of ValueVision's common stock on March 30,
1998. The exercise price of such options will be adjusted to the last trading
price of Quantum Direct's common stock on the first day it trades, to the extent
such price is lower than $3.375. 200,000 of such options vest monthly on a pro
rata basis over 36 months (the term of the employment agreement), and 600,000 of
such options vest on the earlier of the fifth anniversary of Mr. McCaffery's
start date (provided he is still then an employee of Quantum Direct) or in equal
20% (120,000 shares) blocks based on the average closing price of Quantum's
common stock for 20 consecutive trading days being at $5.00, $6.00, $7.00, $8.00
and $9.00, respectively. Such options are being issued outside of Quantum
Direct's 1998 Equity Participation Plan. The employment agreement generally
provides for a one year non-compete. In addition, in the event of a change of
control (as defined) of Quantum Direct, Mr. McCaffery's employment can be
terminated by Quantum Direct or Mr. McCaffery in certain circumstances. In the
event of such a termination, Mr. McCaffery would be entitled to receive the base
salary remaining to be paid through the end the term of the employment
agreement, together with accrued benefits. In the event the Merger is not
consummated, ValueVision and Mr. McCaffery has agreed to enter into an
employment agreement on substantially the same terms pursuant to which
Mr. McCaffery would become the Chief Executive Officer of ValueVision.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
23.2 Consent of Independent Auditors, dated March 12, 1998, with
respect to Registration Statement on Form S-4 (Reg. No.
333-47979) of Quantum Direct Corporation.
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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: April 1, 1998 By: /s/ Brian J. Sisko
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Name: Brian J. Sisko
Title: Senior Vice President and General Counsel
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EXHIBIT INDEX
No.
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23.2 Consent of Independent Auditors, dated March 12, 1998.
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EXHIBIT 23.2
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" and
"National Media Summary Historical Financial Data" in the Joint Proxy
Statement/Prospectus forming part of this Registration Statement (Form S-4, No.
333-47979) and to the incorporation by reference therein of our report dated
July 14, 1997, 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, 1997, filed with the Securities and Exchange
Commission.
ERNST & YOUNG LLP
Philadelphia, Pennsylvania
March 12, 1998
