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As filed with the Securities and Exchange Commission on September 25, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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)
VALUEVISION INTERNATIONAL, INC.
SECOND AMENDED 1990 STOCK OPTION PLAN
(Full title of the plan)
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
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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.
90 South Seventh Street 6740 Shady Oak Road
Minneapolis, Minnesota 55402 Eden Prairie, Minnesota 55344
(612) 336-3000 (952) 947-5298
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
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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
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<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 1,000,000 shares $25.78125 $25,781,250.00 $6,807
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(1) Estimated solely for the purpose of the registration fee pursuant to
Rule 457(h)(1) based on the average of the high and low sales prices
per share of the Registrant's Common Stock on September 20, 2000 as
reported on the Nasdaq National Market.
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EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose
of registering an additional 1,000,000 shares of the Registrant's Common Stock
to be issued pursuant to the Registrant's Second Amended 1990 Stock Option Plan,
as amended (the "Plan"). The Registration Statement on Form S-8 previously filed
with the Commission relating to the Plan (File No. 333-84705) is incorporated by
reference herein.
EXHIBITS
<TABLE>
<CAPTION>
Exhibit Description
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<S> <C>
5 Opinion of Faegre & Benson LLP
23.1 Consent of Faegre & Benson LLP (contained in Exhibit 5 to this Registration
Statement)
23.2 Consent of Arthur Andersen
24 Powers of Attorney (included on page II-1 of this Registration Statement)
99 Second Amended 1990 Stock Option Plan (as amended and restated)
</TABLE>
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned 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 Eden Prairie, State of Minnesota, on September
25, 2000.
VALUEVISION INTERNATIONAL, INC.
(Registrant)
By /s/ GENE MCCAFFERY
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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
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<S> <C>
Chairman of the Board, President,
/s/ GENE MCCAFFERY Chief Executive Officer and Director
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Gene McCaffery
Principal Executive Officer
/s/ RICHARD BARNES Chief Financial Officer
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Richard Barnes
Principal Financial and Accounting Officer
/s/ MARSHALL S. GELLER Director
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Marshall S. Geller
/s/ ROBERT J. KORKOWSKI Director
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Robert J. Korkowski
/s/ PAUL D. TOSETTI Director
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Paul D. Tosetti
/s/ JOHN FLANNERY Director
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John Flannery
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Method
Exhibit Description of Filing
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<S> <C> <C>
5 Opinion of Faegre & Benson LLP......................... Filed Electronically
23.1 Consent of Faegre & Benson LLP
(contained in its opinion filed as Exhibit 5 to this
Registration Statement)
23.2 Consent of Arthur Andersen LLP......................... Filed Electronically
24 Powers of Attorney
(included on page II-1 of this Registration Statement)
99 Second Amended 1990 Stock Option Plan (as amended and Filed Electronically
restated) .............................................
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