<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _______________)*
BigStar Entertainment, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
089896104000
- --------------------------------------------------------------------------------
(CUSIP Number)
Richard Barnes
Chief Financial Officer
6740 Shady Oak Road
Eden Prairie, MN 55344
(612)947-5200
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 13, 1999
-----------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See (S)240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE> 2
- --------------------------- ---------------------------
CUSIP NO. 089896104000 SCHEDULE 13D PAGE 2 of 6 PAGES
------------
- --------------------------- ---------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ValueVision International, Inc. FEIN No. 41-1673770
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) |_|
(B) |_|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,428,571
-----------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
-----------------------------------
EACH
9 SOLE DISPOSITIVE POWER
REPORTING
1,428,571
PERSON -----------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,428,571
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.3%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
2 of 6
<PAGE> 3
ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this statement relates is the common
stock, par value $.001 per share (the "Common Stock") of BigStar Entertainment,
Inc. ("BigStar Entertainment" or "Issuer") with its principal executive offices
at 19 Fulton Street, New York, New York 10038.
ITEM 2. IDENTITY AND BACKGROUND
(a) This Statement is filed by ValueVision International, Inc., a Minnesota
corporation ("ValueVision").
(b) ValueVision's principal business address and principal office address is
6740 Shady Oak Road, Minneapolis, MN 55344.
The name, business address, present principal occupation or employment, and the
name, principal business and address of any corporation or other organization in
which such employment is conducted, of each of the directors and executive
officers of ValueVision International, Inc. is set forth below. Unless otherwise
specified, the business address of each person listed below is 6740 Shady Oak
Road, Minneapolis, MN 55344.
<TABLE>
<CAPTION>
NAME AND BUSINESS ADDRESS POSITION WITH VALUEVISION PRINCIPAL OCCUPATION, IF OTHER THAN AS
EXECUTIVE OFFICER OF VALUEVISION
<S> <C> <C>
Gene McCaffery Director, Chairman, Chief Executive
Officer and President
Marshall Geller Director Merchant Banker
Geller & Friend Capital Partners, Inc.
433 North Camden Drive
Suite 500
Beverly Hills, CA 90210
Robert Korkowski Director Private Investor
15802 Nursery Drive
Minnetonka, MN 55345
Paul Tosetti Director Lawyer, Latham & Watkins
Latham & Watkins
633 West Fifth Street, Suite 4000
Los Angeles, CA 90071-2007
Stuart Goldfarb Director, Vice Chairman
John Flannery Director Managing Director of GE Capital Corporation
GE Equity
120 Long Ridge Road
Stamford, CT 06927
Mark Begor Director Executive Vice President and Chief Financial
National Broadcasting Company, Inc. Officer of NBC
("NBC")
30 Rockefeller Plaza
Room 5224
New York, NY 10112
Cary Deacon Executive Vice President of New Business
Development and President of ValueVision
Interactive, Inc.
Edwin Pohlman Executive Vice President and Chief
Operating Officer
Steve Jackel Executive Vice President Merchandising and
President of ValueVision Television
Division
Richard Barnes Senior Vice President, Chief Financial
Officer and Secretary
</TABLE>
3 of 6
<PAGE> 4
(c) ValueVision operates home-shopping networks on television and the internet.
(d) During the past five years, neither ValueVision nor, to the best of its
knowledge, any of its executive officers or directors has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the past five years, neither ValueVision nor, to the best of its
knowledge, any of its executive officers or directors has been party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceedings was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
(f) To the best knowledge of ValueVision, each of its executive officers and
directors is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
ValueVision purchased 1,428,571 shares of the Common Stock for $10,000,000. The
source of such consideration was cash on hand.
ITEM 4. PURPOSE OF TRANSACTION
ValueVision has invested $10,000,000 in BigStar Entertainment in exchange for
1,428,571 shares (the "Shares") of the Common Stock. The Shares are not
registered under the Securities Exchange Act of 1933, as amended. In connection
with this investment, BigStar Entertainment and ValueVision will produce a
weekly television show featuring news and gossip about movies, celebrities and
merchandise. BigStar will be the exclusive filmed entertainment retailer on the
ValueVision network, which will be renamed SnapTV, and on ValueVision's
electronic commerce Web site.
In connection with ValueVision's purchase of the Shares, Issuer has agreed to
provide to ValueVision preemptive rights to purchase additional securities and
maintain its ownership percentage if BigStar Entertainment should offer equity
securities for sale.
Additionally, in connection with the purchase by ValueVision of the Shares,
BigStar Entertainment has granted ValueVision the right to appoint an additional
member to BigStar Entertainment's Board of Directors upon the earlier to occur
of (i) the execution of an equity investment agreement, and (ii) the date upon
which BigStar Entertainment elects an eighth member to its Board of Directors;
provided, however, that if ValueVision's equity investment in BigStar
Entertainment shall not equal and remain at least 7.5% of the issued and
outstanding Common Stock, and the reason therefor is either (x) the sale,
transfer or other disposition by ValueVision of Shares, or (y) any issuance by
BigStar Entertainment of its Common Stock or securities convertible for Common
Stock that is subsequent to its next two issuances of at least one million
shares of Common Stock or securities convertible for Common Stock, then
ValueVision shall no longer have such right to appoint an additional member of
BigStar Entertainment's Board of Directors.
Except as described above in this Item 4, ValueVision does not have any plans or
proposals that relate to or would result in any of the actions or events
specified in clauses (a) through (j) of Item 4 of Schedule 13D. Notwithstanding
the foregoing, ValueVision may determine to change its intent with respect to
the Issuer at any time in the future. ValueVision intends to vote the Shares as
it deems appropriate from time to time. ValueVision may acquire additional
securities of the Issuer in the open market, in privately negotiated
transactions (which may be with the Issuer or with third parties) or otherwise,
to dispose of all or a portion of its holdings of securities of the Issuer or to
change its intention with respect to any or all of the matters referred to in
this Item 4.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Based on information provided to ValueVision by the Issuer there were
8,542,311 shares of Common Stock outstanding on December 13, 1999, prior to
issuance of the Shares. As of the date of this Schedule 13D, ValueVision may be
deemed to beneficially own an aggregate of 1,428,571 shares of the Common Stock,
which represents approximately 14.3% of the Issuer's outstanding Common Stock.
(b) ValueVision is the entity having sole power to vote, direct the vote,
dispose or direct the disposition of the Shares.
(c) There have not been any transactions in the Common Stock effected by or
for the account of ValueVision or to its knowledge by any of its executive
officers or directors during the past 60 days.
(d) ValueVision does not know of any other person having the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the
sale of, the Shares.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
None, other than the preemptive rights and board appointment power contemplated
by the agreement pursuant to which ValueVision purchased the Shares from
Issuer, as further discussed in Item 4 of this Schedule.
4 of 6
<PAGE> 5
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None
5 of 6
<PAGE> 6
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
December 21, 1999 /s/ Richard Barnes
- ------------------------- -------------------------------------------
Date Signature
Richard Barnes
Chief Financial Officer of ValueVision
International, Inc.
-------------------------------------------
Name/Title
6 of 6
