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): September 1, 2000
SHOP AT HOME, INC.
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(Exact name of registrant as specified in its charter)
Tennessee 0-25596 62-1282758
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
5388 Hickory Hollow Parkway, Antioch, Tennessee 37013
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(Address, including zip code, of principal executive office)
(615) 263-8000
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(Registrant's telephone number, including area code)
Item 5. Other Events
On Tuesday, November 14, 2000, Shop At Home, Inc. held an "Internet
Chat" on its Internet site, collectibles.com, to discuss the Company's financial
results for its first quarter in its fiscal year 2001. The Company's quarterly
results were detailed in the Company's Form 10-Q also filed on November 14,
2000. The Company has elected to voluntarily file a copy of this transcript on
this Form 8-K to ensure that the contents of Internet chat are fully
disseminated and that any investor of Shop At Home, Inc. has full access to such
transcript. A transcript of the November 14, 2000, "Internet Chat" is attached
hereto as Exhibit 99.1.
SIGNATURE
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.
SHOP AT HOME, INC.
(Registrant)
By: /s/ George J. Phillips
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George J. Phillips
Executive Vice President and General Counsel
Date: November 14, 2000
<PAGE>
Exhibit 99.1
Shop At Home Network
Internet Chat on collectibles.com
to Discuss 1st Quarter Fiscal Year 2001 Results
November 14, 2000
"Safe Harbor" Statement Under the Private Securities Litigation Reform Act of
1995 - The transcript of the foregoing Internet chat includes forward-looking
statements within the meaning of Section 27A of Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934, including statements
regarding continued revenue and distribution growth, the future performance and
projected profitability of Shop At Home, Inc. and collectibles.com and the
anticipated impact of new management initiatives. Actual results may differ
materially from those which may be identified for a number of reasons as are
discussed from time to time in Shop At Home's SEC reports, including but not
limited to its Annual Report on the Form 10-K filed with the SEC on August 31,
2000 (Business and Management's Discussion and Analysis of Financial Condition
and Results of Operations), the Quarterly Report on Form 10-Q filed on November
14, 2000, and any recently filed 8-K's.
The Company undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise after the date of this chat. Because of these risks and
uncertainties, the forward-looking events and circumstances discussed in this
chat may not occur and actual results could differ materially from those
anticipated or implied in the forward looking statements.
The Internet Chat began at approximately 10:00 a.m. Central Standard Time
Moderator: Welcome to the chat room. Kent [Lillie, President and Chief
Executive Officer] here and ready to take questions.
1. Question from "chapinman ": Has Promethean been shorting SATH's stock?
Mr. Lillie: Under the provision of their agreement, they're
entitled to short a certain amount of the stock. We
believe that they have. It remains one of our
primary goals to redeem
the outstanding preferred B stock. Of the original
$20 million, there is only $15
million still outstanding of the original preferred
B.
2. Question from "sam96": Do we have another buyer for the Bridgeport
station?
Mr. Lillie: We have interest from at least one prospective buyer.
<PAGE>
3. Question from "davport": Mr. Lillie will you take a bonus this year?
Mr. Lillie: That is not my decision. My contract calls for
certain bonuses when certain earnings
objectives are met.
4. Question from "bogey23": Azteca says they were unhappy with
things found during their due diligence?
Do you know what these were and there
seems to be a disagreement as to who
keeps the deposit; can you elaborate?
Mr. Lillie: Azteca has indicated no specific issues in their
written response. Again, we continue
to believe that their issue is more related to
permanent financing than any issues
with the station. We intend to vigorously defend
our entitlement to the $500,000
deposit.
5. Question from "chapinman": The stock price is now
$1 5/16....who is responsible for
shareholder value and does this stock
price reflect the
current value of the company's assets?
Mr. Lillie: Really, we all are. And we don't feel that the
current stock price even approximates
current value. I would encourage you to do the
math of the value of our remaining
television stations based on the value just received
on our Houston station.
6. Question from "sam96": Are we heading for chap[ter] 11, and has
the possibility been discussed?
Mr. Lillie: Not even a consideration. The recent line of
credit would indicate others share our confidence in
our business plan. Further, the company expects to
net as much as $56 million in cash through the sale
of just one of our 6 television stations before March
31st. We believe that our remaining stations have
significant off-balance-sheet value, and we're
prepared to sell one or more of those remaining
stations to improve the capital structure of the
company.
<PAGE>
7. Question from "davport ": Have those objectives been met?
Mr. Lillie: Clearly not in first quarter. We can speak again at
the end of this fiscal year.
8. Question from "vecchiom ":
With all the positive
things happening with the
company, what is it going
to take to gain investors
confidence and increase
shareholder value?
Mr. Lillie: A specific plan to remove uncertainty regarding the
preferred share holders and a
return to operating profitability.
9. Question from "bogey23": Can you elaborate on the hiring of ING;
and are they paid only if a deal gets done?
Mr. Lillie: ING provides tremendous potential resources to the
company. Their compensation is
based on a successful transaction.
10. Question from "chapinman ":
Will the company lay off
additional employees as a
result of SATH's most
recent performance?
Mr. Lillie: None intended, although we continuously look to
ways to make the company more
efficient and ultimately more profitable.
11. Question from "chapinman":
Why are you offering free
shipping and handling on
collectibles.com? Doesn't
this cut into margins and
drive sales away from the
SAH network, artificially
inflating
collectibles.com's sales?
Mr. Lillie: collectibles.com is an extremely efficient
platform to service customers and to
re-market. Additionally, collectibles.com provides
far more buying opportunities and
research shows that a customer who transacts on
multiple channels would be a more
productive customer. This is a very low customer
acquisition cost.
12. Question from "vecchiom":
At the current share price
why hasn't someone stepped
forward to try and buy the
company outright?
Mr. Lillie: It would be inappropriate to comment publicly on this
question.
13. Question from "davport ": Mr. Lillie is SATH still on schedule
to have positive earnings at the end of
the fiscal year?
Mr. Lillie: That is absolutely our goal.
14. Question from "sam96": We understand that employee morale has
been bad, what changes will be made to
improve this?
Mr. Lillie: The company recognizes its employees as one of its
main constituencies and assets and
continues to create innovative incentive programs.
15. Question from "chapinman": How much cash does the company have on hand?
Mr. Lillie: $12.2 million in unrestricted cash as of
September 30th. Refer to the 10-Q.
Additional working capital was obtained with a new
bank loan after Sept. 30th.
16. Question from "chapinman": Why were returns so high last quarter?
Mr. Lillie: Shop At Home's returns are generally in line
with its peers and other on-line businesses. However,
the rates now are higher than they have been in the
past. We believe that higher price points have been a
contributing factor, and our merchandise group is
working hard to reduce price points. Further, we will
be taking more control of our packaging and shipping,
and we believe that higher standards here will also
result in reduced returns.
17. Question from "chapinman": Have any of the "exclusive" deals with
vendors been terminated?
Mr. Lillie: None of any relevance or significance.
Mr. Lillie then concluded the Internet chat at approximately 10:30 a.m.:
Mr. Lillie: Thank you for participating in this chat, and we
look forward to reporting improved
results for the current quarter.
Moderator: A replay of the first quarter conference call will be
available for 10 days by dialing 1-800-944-3479. A listen-only
web-cast will be available for 90 days on the collectibles.com
corporate home page or www.vcall.com.
Please note that in preparing this transcript the Company corrects some
typographical errors and makes other formatting changes for better clarity.
Because of time limitations, Mr. Lillie was not able to answer all the questions
that were asked during the Internet chat. Only those questions answered were
posted on collectibles.com during the Internet chat or reflected in this
transcript.
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