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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) January 5, 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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Item 5. Other Events.
The Registrant's Press Release dated January 5, 1998, which is filed as
Exhibit 99.1 to this Current Report on Form 8-K, is incorporated herein by
reference.
Item 7. Financial Statement, Pro Forma Financial Information and Exhibits.
(c) Exhibits
*10.1 Agreement and Plan of Reorganization dated January 5, 1998, by and
among ValueVision International, Inc. ("ValueVision"), the
Registrant and V-L Holdings Corp. ("V-L Holdings").
*10.2 Stock Option Agreement (ValueVision), dated as of January 5, 1998
between ValueVision and the Registrant.
*10.3 Stock Option Agreement (National Media), dated as of January 5,
1998 between the Registrant and ValueVision.
*10.4 Redemption and Consent Agreement, dated January 5, 1998, by and
between the Registrant, ValueVision, Capital Ventures International
and RGC International Investors, LDC.
*10.5 Consent Waiver and Amendment, dated as of January 5, 1998, by and
between Corestates Bank, N.A., the Registrant, Quantum North
America, Inc., Quantum International Limited, Positive Response
Television, Inc. and DirectAmerica Corporation.
*10.6 $10,000,000 Demand Promissory Note, dated January 5, 1998 issued by
the Registrant to ValueVision.
*10.7 Subsidiary Guaranty, dated as of January 5, 1998, by Quantum North
America, Inc., Quantum International Limited, Quantum Far East Ltd.,
Quantum Marketing International, Inc., Quantum International Japan
Company Ltd., DirectAmerica Corporation, Positive Response
Television, Inc., Quantum Productions AG, Suzanne Paul (Australia)
Pty Limited and National Media Holdings, Inc., for the benefit of
ValueVision.
*10.8 Warrant Agreement by and between the Registrant and ValueVision,
dated as of January 5, 1998.
*10.9 Warrant Certificate No. 1, dated January 5, 1998, issued by the
Registrant to ValueVision to purchase 250,000 shares of the
Registrant's common stock.
*10.10 Registration Rights Agreement by and between the Registrant and
ValueVision, dated as of January 5, 1998.
99.1 Press Release dated January 5, 1998
* Incorporated by reference to a Current Report on Form 8-K, dated January 5,
1998, filed by ValueVision International, Inc. (Commission File No.
0-20243).
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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: January 6, 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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