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.
--------------------------
(Exact name of registrant as specified in its charter)
Tennessee 0-25596 62-1282758
-----------------------------------------------------------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
5388 Hickory Hollow Parkway, Antioch, Tennessee 37013
----------------------------------------------------------
(Address, including zip code, of principal executive office)
(615) 263-8000
--------------------------------------------------
(Registrant's telephone number, including area code)
Item 5. Other Events
On September 1, 2000, Shop At Home, Inc. held an "Internet Chat" on its
Internet site, collectibles.com, to discuss the Company's fiscal 2000 financial
results. The Company's annual results were detailed in the Company's Annual Form
10-K Report filed on August 31, 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 September 1, 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
-------------------------------
George J. Phillips
Executive Vice President and General Counsel
Date: September 1, 2000
<PAGE>
Exhibit 99.1
Shop At Home Network
Internet Chat on collectibles.com
to Discuss Fiscal 2000 Results
September 1, 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), 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.
Participating in the Internet Chat from Shop At Home:
1. Mr. Kent E. Lillie
President and Chief Executive Officer
2. Mr. Tim Engle
President and Chief Operating Officer
Shop at Home and collectibles.com
3. Mr. Arthur Tek
Executive Vice President & Chief Financial Officer
The Internet Chat began at 10:00 a.m. Central Daylight Savings Time
Mr. Lillie: Good Morning, Tim [Engle], Arthur [Tek] and I are here to
answer any appropriate questions.
1. Question from "outferbucks": What do you feel was the main reason for the
decline in revenues during the fourth quarter
and what steps are being taken to address
this?
Mr. Lillie: First, for clarification there was not a decline, but there
was a year over year increase in revenues. That said,
revenues were disappointing and were moderated primarily as
a result of increased returns and charge backs, with charge
backs being defined as losses due to fraud.
We have moved quickly to bring down our return rates and are
seeing a lot of progress in that area. Previous management
had relaxed the company's return rules, which have since been
reinstituted. Our fraud issues were primarily a result of our
new system's implementation and we believe all those have
been plugged.
2. Question from "chapinman": Would the company be profitable without
collectibles.com?
Mr. Lillie: While collectibles.com represented a significant investment,
it appears that it is getting very close to cash flow
positive. It is our strong belief that collectibles.com
will soon be additive to earnings as well as revenues.
3. Question from "hkello": Do you feel that the channel 60's will bring
increased stock price?
Mr. Lillie: It appears to have increased the stock price for both Paxson
and Sinclair Broadcasting who is the 4th largest holder of
channel 60 spectrum. Logic would assume that we will
eventually gain the same benefits, once our ownership is
better understood by the marketplace.
4. Question from "chapinman": Why didn't you sell a TV station instead of
entering into the Private Placement?
Mr. Lillie: It takes a good deal of time to clear all the regulatory
hurdles including FCC approval to sell and transfer the
license of a television station. Further, our television
stations contribute significant revenue and cash flow. As I
have stated in the past, virtually everything at Shop At
Home is for sale at the right price...
5. Question from "chapinman": Aren't you previous management? Where is your
accountability?
Mr. Lillie: Of course, I'm fully accountable. When I refer to previous
management I speak to that group whose sole responsibility was
to generate profit from the Network.
6. Question from "outferbucks": You mentioned a re-vamping to the c.com site.
Will this include a better and more effective
way of communicating with shareholders via
the Investor Relations aspect of the site?
Mr. Lillie: We will continue to assess and implement effective
communications via the web site and through any other medium.
Ari [Amiri] has already made substantial changes to the "About
Us" section of collectibles.com and she will continue to find
new and innovative ways to communicate through this medium.
7. Question from "plasticfern": As a shareholder that has a tremendous loss
in this company and management team,
how can we be assured you guys aren't going
to drop the ball again?
Mr. Lillie: While nothing in life is assured we are all substantial
holders of this stock and a major portion of our income and
our net worths are tied to stock price. Most successful
companies go through down quarters or periods. How they
respond to that defines their character and ultimate success.
Investigate companies like Oracle, Chrysler, AOL and others
for evidence of that. The management team currently in
charge of day to day operations of the Network and
collectibles.com, in general, has previous success experience
with both.
8. Question from "chapinman": Are you aware of the lawsuit by LOAX against
Promethean? Are you concerned about this
development?
Mr. Lillie: Naturally we're concerned, but I think it is imperative that
investors further investigate the legitimacy of these claims
and obtain Promethean's response on Bloomberg.com.
9. Question from "outferbucks": Kent, may I be so bold as to ask, "What does
Shop at Home consider as a `right price'"?
Mr. Lillie: It would be irresponsible for me to announce publicly what
price I would take for any asset. It's important to maximize
that value and there may be buyers willing to pay more than we
might ask.
10. Question from "barryd": I understand the company is airing it's
programming overnights a lot on ATT?
Mr. Lillie: That's too proprietary to answer publicly.
11. Question from "davport": Mr. Lillie when is your goal for the entire
company to turn a profit?
Mr. Lillie: As we said in this morning's conference call, our plans and
expectations are to return the company to bottom line
profitability no later than the end of this fiscal year.
12. Question from "chapinman": Is the current quarter running behind
projections?
Mr. Lillie: To answer that now would be selective disclosure and the
SEC precludes from selectively releasing confidential
information. We are seeing improvements in some of the
important drivers over last quarter.
13. Question from "osheamus": When do you see the Internet merging with
television?
Mr. Lillie: It's already beginning to happen and while we don't want to
take the point in that revolution we do want to be among the
leaders.
14. Question from "outferbucks": Can you tell us some of the new additions
that will be added to the c.com site and
approximately when these will be added?
Mr. Engle: First I would ask you to reference the Convergence Section of
our 10K. Additionally, our objective is to improve overall
conversion rates which to that end our improvements will focus
on speed, navigation and more improved content delivery.
Also, we will work to incorporate the network in a more
aggressive and customer centric way.
15. Question from "chapinman": At your current cash burn rate, will you
need to tap the capital markets before the
end of the fiscal year?
Mr. Lillie: With our current cash balances and projected cash flows we
feel we have sufficient capital resources to reach the
company's goals that include profitability. We won't
preclude accessing the capital markets if there should be
future opportunities and, of course, a much higher stock
valuation.
Mr. Lillie then concluded the Internet Chat at approximately 10:30 a.m.:
Thank you all for your participation and feel free to email any one of us at
[email protected]
