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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) November 16, 2000
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VALUEVISION INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
MINNESOTA 0-22043 41-1673770
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(State or other jurisdiction) (Commission File Number) (IRS Employer
of incorporation Identification No.)
6740 SHADY OAK ROAD
EDEN PRAIRIE 55344-3433
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (952) 947-5200
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Item 5. Other Events.
On November 22, 2000, ValueVision International, Inc. (the "Company")
announced that it had entered into a Trademark License Agreement dated as of
November 16, 2000 (the "License Agreement") with National Broadcasting Company,
Inc. ("NBC") pursuant to which NBC granted the Company an exclusive, worldwide
license (the "License") for a term of 10 years to use certain NBC trademarks,
service marks and domain names to rebrand the Company's business and corporate
name on the terms and conditions set forth in the License Agreement. In
connection with the License Agreement, the Company issued to NBC warrants (the
"Warrants") to purchase 6,000,000 shares of the Company's common stock, par
value $.01 per share (the "Common Stock"), with an exercise price of $17.375 per
share, the closing price of a share of Common Stock on the Nasdqaq National
Market on November 16, 2000. The Warrants vest in one-third increments, with
one-third exercisable immediately, and the remaining Warrants vesting on each of
the first two anniversaries of the License Agreement.
The Company has also agreed under the License Agreement to (i)
restrictions on using (including sublicensing) any trademarks, service marks,
domain names, logos or other source indicators owned or controlled by NBC or its
affiliates in connection with certain permitted businesses (the "Permitted
Businesses") before the agreement of NBC to such use, (ii) the loss of its
rights under the grant of the License with respect to specific territories
outside of the United States in the event the Company fails to achieve and
maintain certain performance targets, (iii) amend and restate the current
Registration Rights Agreement dated as of April 15, 1999 among the Company, NBC
and GE Capital Equity Investments, Inc. ("GECEI") so as to increase the demand
rights held by NBC and GECEI from four to five, among other things, (iv) not,
either directly or indirectly, own, operate, acquire or expand its business to
include any businesses other than the Permitted Businesses without NBC's prior
consent for so long as the Company's corporate name includes the trademarks or
service marks owned or controlled by NBC, (v) strictly comply with NBC's privacy
policies and standards and practices, and (vi) until the earlier of the
termination of the License Agreement or the lapse of certain contractual
restrictions on NBC, either directly or indirectly, not own, operate, acquire or
expand the Company's business such that one third or more of the Company's
revenues or its aggregate value is attributable to certain services provided
over the Internet. The License Agreement also grants to NBC the right to
terminate the License Agreement at any time upon certain changes of control of
the Company, the failure by NBC to own a certain minimum percentage of the
outstanding capital stock of the Company on a fully-diluted basis, the failure
of NBC and the Company to agree on new trademarks, service marks or related
intellectual property rights, and certain other related matters. In certain
events, the termination by NBC of the License Agreement may result in the
acceleration of vesting of the Warrants.
Item 7. Exhibits.
99. Press Release of ValueVision International, Inc. dated November 21,
2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
VALUEVISION INTERNATIONAL, INC.
Date: November 27, 2000 By /s/ Nathan E. Fagre
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Nathan E. Fagre
Senior Vice President and
General Counsel
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EXHIBIT INDEX
No. Exhibit No. Page
99. Press Release of ValueVision International, Inc.
dated November 21, 2000. 5
