<PAGE> 1
As filed with the Securities and Exchange Commission on September 25, 2000
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 its charter)
MINNESOTA 41-1673770
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6740 SHADY OAK ROAD 55344-3433
EDEN PRAIRIE, MINNESOTA (Zip Code)
"www.vvtv.com"
(Address of principal executive offices)
<TABLE>
<S><C>
OPTION AGREEMENT DATED AS OF: JULY 28, 1999, BY AND BETWEEN THE REGISTRANT AND STUART GOLDFARB
OPTION AGREEMENT DATED AS OF: JULY 28, 1999, BY AND BETWEEN THE REGISTRANT AND STUART GOLDFARB
OPTION AGREEMENT DATED AS OF: OCTOBER 5, 1999, BY AND BETWEEN THE REGISTRANT AND MARK BILLITTERI
OPTION AGREEMENT DATED AS OF: OCTOBER 5, 1999, BY AND BETWEEN THE REGISTRANT AND MARY KRITTER
OPTION AGREEMENT DATED AS OF: SEPTEMBER 7, 1999, BY AND BETWEEN THE REGISTRANT AND TRISH MUELLER
OPTION AGREEMENT DATED AS OF: OCTOBER 11, 1999, BY AND BETWEEN THE REGISTRANT AND ANTHONY GIOMBETTI
OPTION AGREEMENT DATED AS OF: OCTOBER 11, 1999, BY AND BETWEEN THE REGISTRANT AND BILL CAVANAUGH
OPTION AGREEMENT DATED AS OF: OCTOBER 19, 1999, BY AND BETWEEN THE REGISTRANT AND RICHARD BARNES
OPTION AGREEMENT DATED AS OF: OCTOBER 25, 1999, BY AND BETWEEN THE REGISTRANT AND MARNIE KITTELSON
OPTION AGREEMENT DATED AS OF: OCTOBER 26, 1999, BY AND BETWEEN THE REGISTRANT AND RICHARD BAUER
OPTION AGREEMENT DATED AS OF: OCTOBER 29, 1999, BY AND BETWEEN THE REGISTRANT AND TOM CLARK
OPTION AGREEMENT DATED AS OF: NOVEMBER 3, 1999, BY AND BETWEEN THE REGISTRANT AND MITCH COOK
OPTION AGREEMENT DATED AS OF: NOVEMBER 15, 1999, BY AND BETWEEN THE REGISTRANT AND GARY HEYER
OPTION AGREEMENT DATED AS OF: JANUARY 24, 2000, BY AND BETWEEN THE REGISTRANT AND MARRON MEYER
OPTION AGREEMENT DATED AS OF: APRIL 17, 2000, BY AND BETWEEN THE REGISTRANT AND SAM REINKENSMEYER
OPTION AGREEMENT DATED AS OF: APRIL 17, 2000, BY AND BETWEEN THE REGISTRANT AND MEENA PATEL
OPTION AGREEMENT DATED AS OF: APRIL 17, 2000, BY AND BETWEEN THE REGISTRANT AND STEPHANIE JOHNSON
OPTION AGREEMENT DATED AS OF: APRIL 17, 2000, BY AND BETWEEN THE REGISTRANT AND SARAH CASSERLY
OPTION AGREEMENT DATED AS OF: APRIL 17, 2000, BY AND BETWEEN THE REGISTRANT AND MARK ROSENSTEIN
OPTION AGREEMENT DATED AS OF: APRIL 17, 2000, BY AND BETWEEN THE REGISTRANT AND MELANIE TORGERSON
OPTION AGREEMENT DATED AS OF: APRIL 17, 2000, BY AND BETWEEN THE REGISTRANT AND LYN MUELLER
OPTION AGREEMENT DATED AS OF: APRIL 17, 2000, BY AND BETWEEN THE REGISTRANT AND KATHLEEN BORMANN
OPTION AGREEMENT DATED AS OF: APRIL 17, 2000, BY AND BETWEEN THE REGISTRANT AND JOAN RADTKE
OPTION AGREEMENT DATED AS OF: APRIL 17, 2000, BY AND BETWEEN THE REGISTRANT AND MONTGOMERY WAGEMAN
OPTION AGREEMENT DATED AS OF: APRIL 17, 2000, BY AND BETWEEN THE REGISTRANT AND JON MARSHALL
OPTION AGREEMENT DATED AS OF: APRIL 17, 2000, BY AND BETWEEN THE REGISTRANT AND MICHAEL SLY
OPTION AGREEMENT DATED AS OF: APRIL 17, 2000, BY AND BETWEEN THE REGISTRANT AND RYAN FISHER
OPTION AGREEMENT DATED AS OF: APRIL 17, 2000, BY AND BETWEEN THE REGISTRANT AND SUE ANN NEWBERG
OPTION AGREEMENT DATED AS OF: APRIL 17, 2000, BY AND BETWEEN THE REGISTRANT AND LESLIE AGERLAND
OPTION AGREEMENT DATED AS OF: APRIL 17, 2000, BY AND BETWEEN THE REGISTRANT AND MICHAEL SCULLY
OPTION AGREEMENT DATED AS OF: APRIL 18, 2000, BY AND BETWEEN THE REGISTRANT AND PAM COOPER
OPTION AGREEMENT DATED AS OF: APRIL 25, 2000, BY AND BETWEEN THE REGISTRANT AND NANCY LAMBRINOS
OPTION AGREEMENT DATED AS OF: MAY 1, 2000, BY AND BETWEEN THE REGISTRATION AND DAN EDMONSON
OPTION AGREEMENT DATED AS OF: MAY 1, 2000, BY AND BETWEEN THE REGISTRATION AND NATHAN E. FAGRE
OPTION AGREEMENT DATED AS OF: MAY 1, 2000, BY AND BETWEEN THE REGISTRATION AND KATHRYN SMITH
OPTION AGREEMENT DATED AS OF: MAY 1, 2000, BY AND BETWEEN THE REGISTRATION AND CHREE TAYLOR
OPTION AGREEMENT DATED AS OF: MAY 8, 2000, BY AND BETWEEN THE REGISTRATION AND LISA HOUDEK
OPTION AGREEMENT DATED AS OF: MAY 15, 2000, BY AND BETWEEN THE REGISTRATION AND FAITH HARTWAY
OPTION AGREEMENT DATED AS OF: MAY 24, 2000, BY AND BETWEEN THE REGISTRATION AND FRANK ELSENBAST
OPTION AGREEMENT DATED AS OF: JULY 31, 2000, BY AND BETWEEN THE REGISTRATION AND HOWARD FOX
(Full title of the plan)
</TABLE>
GENE MCCAFFERY
CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
6740 SHADY OAK ROAD
EDEN PRAIRIE, MINNESOTA 55344-3433
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (952) 947-5200
----------------------
Copies to:
Andrew G. Humphrey, Esq. Nathan E. Fagre, Esq.
Faegre & Benson LLP Senior Vice President and General Counsel
2200 Wells Fargo Center ValueVision International, Inc.
Minneapolis, Minnesota 55402 6740 Shady Oak Road
(612) 336-3600 Eden Prairie, Minnesota 55344
(952) 947-5298
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================== ================== ======================= ======================= ========================
Proposed
Proposed Maximum
Title of Amount Maximum Aggregate Amount of
Securities to to be Offering price Offering Registration
Be registered registered Per share (1) Price (1) Fee
Common Stock,
$.01 par value
<S> <C> <C> <C> <C>
200,000 $24.000 $4,800,000.00 $1,268
350,000 $24.000 $8,400,000.00 $2,218
20,000 $25.375 $507,500.00 $134
20,000 $25.375 $507,500.00 $134
75,000 $23.812 $1,785,900.00 $472
2,500 $28.031 $70,077.50 $19
10,000 $28.031 $280,310.00 $74
200,000 $26.688 $5,337,600.00 $1,410
10,000 $28.719 $287,190.00 $76
5,000 $28.750 $143,750.00 $38
15,000 $32.680 $490,200.00 $130
5,000 $34.500 $172,500.00 $46
2,500 $37.500 $93,750.00 $25
10,000 $42.125 $421,250.00 $112
25,000 $19.625 $490,625.00 $130
5,000 $19.625 $98,125.00 $26
10,000 $19.625 $196,250.00 $52
10,000 $19.625 $196,250.00 $52
10,000 $19.625 $196,250.00 $52
10,000 $19.625 $196,250.00 $52
50,000 $19.625 $981,250.00 $260
1,000 $19.625 $19,625.00 $6
2,000 $19.625 $39,250.00 $11
2,000 $19.625 $39,250.00 $11
2,000 $19.625 $39,250.00 $11
2,000 $19.625 $39,250.00 $11
2,000 $19.625 $39,250.00 $11
25,000 $19.625 $490,625.00 $130
10,000 $19.625 $196,250.00 $52
5,000 $19.625 $98,125.00 $26
2,000 $21.125 $42,250.00 $12
3,000 $19.875 $59,625.00 $16
2,000 $19.938 $39,876.00 $11
200,000 $19.938 $3,987,600.00 $1,053
2,000 $19.938 $39,876.00 $11
3,000 $19.938 $59,814.00 $16
2,000 $25.313 $50,626.00 $14
1,000 $26.938 $26,938.00 $ 8
5,000 $24.750 $123,750.00 $33
150,000 $14.375 $2,156,250.00 $570
</TABLE>
(1) Option exercise price.
================================================================================
<PAGE> 3
VALUEVISION INTERNATIONAL, INC.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents of ValueVision International, Inc. (the
"Company") filed with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are, as of their respective dates, incorporated herein by reference and
made a part hereof:
(1) The Annual Report on Form 10-K of the Company for
the fiscal year ended January 31, 2000 filed pursuant to
Section 15(d) of the Exchange Act;
(2) All other reports filed pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year
covered by the Annual Report referred to in (1) above; and
(3) The description of the Company's Common Stock
which is contained in the Registration Statement on Form 8-A
(Registration No. 0-14709) dated May 22, 1992 under the
Exchange Act and all amendments and reports filed for the
purpose of updating such description.
All reports and other documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Registration Statement and prior to the filing of a post-effective
amendment that indicates that all of the shares of Common Stock offered have
been sold or that deregisters all shares of the Common Stock then remaining
unsold shall be deemed to be incorporated by reference in and a part of this
Registration Statement from the date of filing of such documents.
Any statement contained in a document incorporated, or deemed to be
incorporated, by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or incorporated herein by reference or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
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 subject to Minnesota Statutes Chapter 302A, the
Minnesota Business Corporation Act (the "Corporation Act"). Section 302A.521 of
the Corporation Act provides in substance that, unless prohibited by its
articles of incorporation or bylaws, a corporation must indemnify an officer or
director who is made or threatened to be made a party to a proceeding by reason
of his official capacity against judgments, penalties, fines, including, without
limitation, excise taxes assessed against the person with respect to an employee
benefit plan, settlements and reasonable expenses, including attorneys' fees and
disbursements, incurred by such person in connection with the proceeding, if
certain criteria are met. These criteria, all of which must be met by the person
complained of in the proceeding, are (a) that such person has not been
indemnified by another organization for the same judgments, penalties, fines,
settlements and expenses; (b) that such person must have acted in good faith;
(c) that no improper personal benefit was obtained by such person and such
person satisfied certain statutory conflicts of interest provisions, if
applicable; (d) that in the case of a criminal proceeding, such person had no
reasonable cause to believe that the conduct was unlawful; and (e) that such
person must have acted in a manner he reasonably believed was in the best
interests of the corporation or, in certain limited circumstances, not opposed
to the best interests of the corporation. The determination as to eligibility
for indemnification is made by the members of the corporation's board of
directors or a committee of the board who are
II-1
<PAGE> 4
at the time not parties to the proceedings under consideration, by special legal
counsel, by the shareholders who are not parties to the proceedings or by a
court.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
Exhibit
4.1 Sixth Amended and Restated Articles of Incorporation of the
Company, as amended (incorporated herein by reference to the
Company's Quarterly Report on Form 10-QSB, for the quarter
ended August 31, 1994, filed on September 13, 1994.).
4.2 Certificate of Designation of Series A Redeemable Convertible
Preferred Stock (incorporated herein by reference to the
Company's Current Report on Form 8-K dated April 15, 1999,
filed on April 29, 1999).
4.3 Amended and Restated Bylaws of the Company (incorporated
herein by reference to the Company's Quarterly Report on Form
10-QSB, for the quarter ended August 31, 1994, filed on
September 13, 1994.).
5 Opinion of Faegre & Benson LLP, counsel for the Company.
23.1 Consent of Faegre & Benson LLP (included in Exhibit 5 to this
Registration Statement).
23.2 Consent of Arthur Andersen LLP, Independent Public
Accountants.
24 Powers of Attorney (included with signatures to this
Registration Statement).
99 Form of Option Agreement
ITEM 9. UNDERTAKINGS.
A. The Company 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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Securities and
Exchange Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more
than a twenty percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table
in the effective Registration Statement; and
II-2
<PAGE> 5
(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 or Form S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or
furnished to the Securities and Exchange Commission by the Company
pursuant to Section 13 or Section 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 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.
B. The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or Section 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 herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company 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 Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company 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> 6
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 the 25th day of
September, 2000.
VALUEVISION INTERNATIONAL, INC.
By /s/ GENE MCCAFFERY
------------------------------------
Gene McCaffery
Chairman of the Board, President and
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of ValueVision
International, Inc., hereby severally constitute Gene McCaffery, Richard Barnes
or Nathan E. Fagre, 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 25th day of September, 2000
by the following persons in the capacities indicated:
<TABLE>
<CAPTION>
NAME TITLE
---- -----
<S> <C>
Chairman of the Board, President,
/s/ Gene McCaffery Chief Executive Officer and Director
----------------------------------------------------
Gene McCaffery
Principal Executive Officer
/s/ Richard Barnes Chief Financial Officer
----------------------------------------------------
Richard Barnes
Principal Financial and Accounting Officer
/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/ John Flannery Director
----------------------------------------------------
John Flannery
</TABLE>
II-4
<PAGE> 7
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
-------
<S> <C> <C>
4.1 Sixth Amended and Restated Articles of Incorporation of the
Company, as amended (incorporated herein by reference to the
Company's Quarterly Report on Form 10-QSB, for the quarter
ended August 31, 1994, filed on September 13, 1994).
4.2 Certificate of Designation of Series A Redeemable Convertible
Preferred Stock (incorporated herein by reference to the
Company's Current Report on Form 8-K dated April 15, 1999,
filed on April 29, 1999).
4.3 Amended and Restated By-Laws of the Company (incorporated
herein by reference to the Company's Quarterly Report on Form
10-QSB, for the quarter ended August 31, 1994, filed on
September 13, 1994).
5 Opinion of Faegre & Benson LLP, counsel for the
Registrant...........................................................................Electronically Filed
23.1 Consent of Faegre & Benson LLP (included in
Exhibit 5 to this Registration Statement)............................................Electronically Filed
23.2 Consent of Arthur Andersen LLP, Independent Public
Accountants..........................................................................Electronically Filed
24 Powers of Attorney (included with signatures to
this Registration Statement).........................................................Electronically Filed
99 Form of Option Agreement.............................................................Electronically Filed
</TABLE>
II-5
