<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON NOVEMBER 25, 1997
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
VALUEVISION INTERNATIONAL, INC.
(Exact name of registrant as specified in charter)
MINNESOTA
(State or other jurisdiction
of incorporation)
41-1673770
(I.R.S. employer
identification number)
6740 SHADY OAK ROAD
EDEN PRAIRIE, MN 55344
(Address of principal executive offices)
<TABLE>
<S><C>
OPTION AGREEMENT DATED AS OF: JUNE 3, 1994, BY AND BETWEEN THE REGISTRANT AND MARSHALL S. GELLER
OPTION AGREEMENT DATED AS OF: JUNE 3, 1994, BY AND BETWEEN THE REGISTRANT AND ROBERT J. KORKOWSKI
OPTION AGREEMENT DATED AS OF: JUNE 16, 1994, BY AND BETWEEN THE REGISTRANT AND ARTHUR B. LAFFER
OPTION AGREEMENT DATED AS OF: AUGUST 8, 1995, BY AND BETWEEN THE REGISTRANT AND MARSHALL S. GELLER
OPTION AGREEMENT DATED AS OF: AUGUST 8, 1995, BY AND BETWEEN THE REGISTRANT AND ROBERT J. KORKOWSKI
OPTION AGREEMENT DATED AS OF: AUGUST 8, 1995, BY AND BETWEEN THE REGISTRANT AND ARTHUR B. LAFFER
OPTION AGREEMENT DATED AS OF: NOVEMBER 15, 1995, BY AND BETWEEN THE REGISTRANT AND DOMINIC MANGONE
OPTION AGREEMENT DATED AS OF: SEPTEMBER 4, 1996, BY AND BETWEEN THE REGISTRANT AND PAUL D. TOSETTI
OPTION AGREEMENT DATED AS OF: OCTOBER 22, 1996, BY AND BETWEEN THE REGISTRANT AND WILLIAM J. FITZGERALD
OPTION AGREEMENT DATED AS OF: NOVEMBER 22, 1996, BY AND BETWEEN THE REGISTRANT AND JONATHAN L. FLEISCHMANN
OPTION AGREEMENT DATED AS OF: NOVEMBER 22, 1996, BY AND BETWEEN THE REGISTRANT AND ROBERT L. WEBB
OPTION AGREEMENT DATED AS OF: NOVEMBER 22, 1996, BY AND BETWEEN THE REGISTRANT AND ROBERT A. PIRO
OPTION AGREEMENT DATED AS OF: NOVEMBER 22, 1996, BY AND BETWEEN THE REGISTRANT AND R. MICHAEL LANDERS
OPTION AGREEMENT DATED AS OF: MARCH 3, 1997, BY AND BETWEEN THE REGISTRANT AND MARSHALL S. GELLER
OPTION AGREEMENT DATED AS OF: MARCH 3, 1997, BY AND BETWEEN THE REGISTRANT AND ROBERT J. KORKOWSKI
OPTION AGREEMENT DATED AS OF: MARCH 3, 1997, BY AND BETWEEN THE REGISTRANT AND PAUL D. TOSETTI
</TABLE>
------------------------------
(Full title of Plan)
ROBERT L. JOHANDER
VALUEVISION INTERNATIONAL, INC.
6740 SHADY OAK ROAD
EDEN PRAIRIE, MN 55344
(Name and address of agent for service)
Copies to:
WILLIAM M. MOWER, ESQ. DAVID T. QUINBY, ESQ.
MASLON EDELMAN BORMAN & BRAND VICE PRESIDENT AND GENERAL COUNSEL
3300 NORWEST CENTER VALUEVISION INTERNATIONAL, INC.
MINNEAPOLIS, MINNESOTA 55402 6740 SHADY OAK ROAD
(612) 672-8200 EDEN PRAIRIE, MN 55344
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==============================================================================================================
TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM
OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED PER SHARE (1) OFFERING PRICE (1) REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 140,000 $ 4.1250 $ 577,500.00 $ 175.00
($0.01 par value 210,000 $ 4.8750 $ 1,023,750.00 $ 310.23
per share) 30,000 $ 6.1875 $ 185,625.00 $ 56.25
25,000 $ 5.7500 $ 143,750.00 $ 43.56
100,000 $ 5.8125 $ 581,250.00 $ 176.14
200,000 $ 5.5000 $ 1,100,000.00 $ 333.33
150,000 $ 4.5625 $ 684,375.00 $ 207.39
- ---------------------------------------------------------------------------------------------------------------
TOTAL 855,000 $ 4,296,250.00 $ 1,301.89
===============================================================================================================
</TABLE>
(1) Option exercise price.
<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the registrant with the Securities and
Exchange Commission are incorporated herein by reference and made a part hereof:
(a) The registrant's Annual Report on Form 10-K for the fiscal year
ending January 31, 1997; and
(b) The registrant's Report on Form 10-Q for the fiscal quarters ended
April 30, 1997 and July 31, 1997;
(c) The Registration Statement on Form 8-A with respect to the Company's
Common Stock, dated May 22,
1992.
All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such documents.
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 is governed by Minnesota Statutes Chapter 302A. Minnesota
Statutes Section 302A.521 provides that a corporation shall indemnify any person
made or threatened to be made a party to any proceeding by reason of the former
or present official capacity of such person against judgments, penalties, fines,
including, without limitation, excise taxes assessed against such person with
respect to an employee benefit plan, settlements, and reasonable expenses,
including attorney's fees and disbursements, incurred by such person in
connection with the proceeding, if, with respect to the acts or omissions of
such person complained of in the proceeding, such person has not been
indemnified by another organization or employee benefit plan for the same
expenses with respect to the same acts or omissions; acted in good faith;
received no improper personal benefit and Section 302A.255, if applicable, has
been satisfied; in the case of a criminal proceeding, had no reasonable cause to
believe the conduct was unlawful; and in the case of acts or omissions by
persons in their official capacity for the corporation, reasonably believed that
the conduct was in the best interests of the corporation, or in the case of acts
or omissions by persons in their capacity for other organizations, reasonably
believed that the conduct was not opposed to the best interests of the
corporation.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4A. Restated Articles of Incorporation of the Company (incorporated herein
by reference to the Company's Registration Statement on Form S-1
(Registration No. 33-38374).
4B. Amended and Restated Bylaws of the Company (incorporated herein by
reference to the Company's Registration Statement on Form S-1
(Registration No. 33-38374).
5. Opinion of Maslon Edelman Borman & Brand, LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Maslon Edelman Borman & Brand (contained in Exhibit 5).
25. Power of Attorney (included on page II-5).
II-2
<PAGE> 3
Item 9. Undertakings.
The undersigned registrant 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 the 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 the registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8, and the information required to
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
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.
(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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement 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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
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 registrant 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 whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-3
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Minneapolis, State of Minnesota, on November 21, 1997.
ValueVision International, Inc.
Registrant
By s/ Robert L. Johander
-------------------------------------------------
Robert L. Johander
Chairman of the Board and Chief Executive Officer
We, the undersigned officers and directors of ValueVision
International, Inc., hereby severally constitute Robert L. Johander or Stuart R.
Romenesko, and each of them singly, are true and lawful attorneys with full
power to them, and each of them singly, to sign for us and in our names, in the
capacities indicated below the registration statement filed herewith and any
amendments to said registration statement, and generally to do all such things
in our name and behalf in our capacities as officers and directors to enable
ValueVision International, Inc. to comply with the provisions of the Securities
Act of 1933 as amended, and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be signed
by our said attorneys, or any of them, to said registration statement and any
and all amendments thereto.
Witness our hands and common seals on the date set forth below.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on the 21st day of November, 1997,
by the following persons in the capacities indicated:
NAME TITLE
s/ Robert L. Johander
- ------------------------------
Robert L. Johander Chairman of the Board, Chief
Executive Officer
s/ Stuart R. Romenesko
- ------------------------------
Stuart R. Romenesko Vice President, Finance and Chief
Financial Officer
s/ Nicholas M. Jaksich
- ------------------------------
Nicholas M. Jaksich Chief Operating Officer, Director
s/ Marshall S. Geller
- ------------------------------
Marshall S. Geller Director
s/ Robert J. Korkowski
- ------------------------------
Robert J. Korkowski Director
s/ Paul D. Tosetti
- ------------------------------
Paul D. Tosetti Director
II-4
<PAGE> 5
EXHIBIT INDEX
Exhibit Item Page
- ------- ---- ----
5. Opinion of Maslon Edelman Borman & Brand, LLP.
23.1. Consent of Arthur Andersen LLP.
II-5
<PAGE> 1
EXHIBIT 5
[MASLON, EDELMAN, BORMAN & BRAND LETTERHEAD]
November 21, 1997
93-163
ValueVision International, Inc.
6740 Shady Oak Road
Eden Prairie, MN 55344
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted on behalf of ValueVision International, Inc. (the
"Company") in connection with a Registration Statement on Form S-8 filed by the
Company with the Securities and Exchange Commission (the "Registration
Statement"), relating to an aggregate 855,000 additional shares of Common Stock,
$0.01 par value (the "Shares") to be issued by the Company pursuant to the terms
of the Stock Option Agreements between the Company and each of Messrs. Geller,
Korkowski, Laffer, Mangone, Tosetti, Fitzgerald, Fleischmann, Webb, Piro and
Landers (collectively, the "Option Agreements"). Upon examination of such
corporate documents and records as we have deemed necessary or advisable for the
purposes hereof and including and in reliance upon certain certificates by the
Company, it is our opinion that:
1. The Company is a validly existing corporation in good standing
under the laws of the State of Minnesota.
2. The Shares, when issued and paid for as contemplated by the Option
Agreements, and when delivered against payment therefor in the manner
contemplated by the Option Agreements, will be validly issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
MASLON EDELMAN BORMAN & BRAND, LLP
By: /s/ Russell F. Lederman, P.A.
---------------------------------
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form S-8 of our
report dated March 31, 1997 included in ValueVision International, Inc.'s Form
10-K for the fiscal year ended January 31, 1997 and to all references to our
Firm included in this Registration Statement on Form S-8.
/s/ ARTHUR ANDERSEN LLP
November 24, 1997
