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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 6, 1999
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)
SECOND AMENDED VALUEVISION INTERNATIONAL, INC.
1990 STOCK OPTION PLAN
(Full title of Plan)
GENE MCCAFFERY
CHIEF EXECUTIVE OFFICER
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
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================================
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 Registration Fee
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<S> <C> <C> <C> <C>
Common Stock ($0.01
par value per share) 1,100,000 $24.9375 $27,431,250.00 $7,625.89
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for purposes of computing the registration fee in
accordance with Rule 457(h) and based upon the average of the high and
low prices of the Common Stock on the Nasdaq National Market on August 4,
1999.
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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 contents of the registrant's Registration Statement on
Form S-8 (Registration No. 33-60549) and the documents
incorporated by reference therein and made a part thereof,
filed on April 2, 1993;
(b) The contents of the registrant's Registration Statement on
Form S-8 (Registration No. 33-68646) and the documents
incorporated by reference therein and made a part thereof,
filed on September 10, 1993;
(c) The contents of the registrant's Registration Statement on
Form S-8 (Registration No. 33-96950) and the documents
incorporated by reference therein and made a part thereof,
filed on September 14, 1995;
(d) The registrant's Annual Report on Form 10-K for the fiscal
year ended January 31, 1999;
(e) The registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended April 30, 1999;
(f) The registrant's Current Reports on Form 8-K filed on April 6,
1999, May 7, 1999, August 3, 1999 and August 5, 1999, and
Form 8-K/A filed on August 6, 1999; and
(g) The description of the registrant's common stock contained in
the registrant's Registration Statement on Form 8-A 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 8. Exhibits.
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 5).
2
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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 August 6, 1999.
ValueVision International, Inc., Registrant
By /s/ Gene McCaffery
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Gene McCaffery, Chief Executive Officer
We, the undersigned officers and directors of ValueVision
International, Inc., hereby severally constitute Gene McCaffery or Edwin
Pohlman, and each of them singly, as 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.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on the 6th day of August, 1999, by
the following persons in the capacities indicated:
NAME TITLE
/s/ Gene McCaffery Chief Executive Officer and Director
- -----------------------------
Gene McCaffery
/s/ Edwin Pohlmann Executive Vice President, Chief Operating
- ----------------------------- Officer and Chief Accounting Officer
Edwin Pohlmann
/s/ Marshall S. Geller Director
- -----------------------------
Marshall S. Geller
/s/ Robert J. Korkowski Director
- -----------------------------
Robert J. Korkowski
/s/ Paul D. Tosetti Director
- -----------------------------
Paul D. Tosetti
/s/ Stuart Goldfarb Director
- -----------------------------
Stuart Goldfarb
/s/ John Flannery Director
- -----------------------------
John Flannery
3
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EXHIBITS
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
- -------------- ----------------------
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 5).
4
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EXHIBIT 5
August 6, 1999
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 1,100,000 additional shares of Common Stock, $0.01 par
value (the "Shares") to be issued by the Company pursuant to the terms of the
Company's Second Amended ValueVision International, Inc. 1990 Stock Option Plan,
as amended (the "Plan"). 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 as contemplated by the Plan and
when delivered against payment therefor in the manner contemplated by the Plan,
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/ William M. Mower
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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 15, 1999 included in ValueVision International, Inc.'s Form
10-K for the fiscal year ended January 31, 1999 and to all references to our
Firm included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
Minneapolis, Minnesota
August 5, 1999
