Attached files
file | filename |
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EX-5.1 - EX-5.1 - iMedia Brands, Inc. | c61884exv5w1.htm |
EX-1.1 - EX-1.1 - iMedia Brands, Inc. | c61884exv1w1.htm |
EX-99.1 - EX-99.1 - iMedia Brands, Inc. | c61884exv99w1.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
December 17, 2010
Date of Report (Date of Earliest Event Reported)
Date of Report (Date of Earliest Event Reported)
ValueVision Media, Inc.
(Exact name of registrant as specified in its charter)
Minnesota (State or other jurisdiction of incorporation or organization) |
0-20243 (Commission File Number) |
41-1673770 (I.R.S. Employer Identification Number) |
6740 Shady Oak Road,
Eden Prairie, Minnesota 55344-3433
(Address of principal executive offices, including zip code)
Eden Prairie, Minnesota 55344-3433
(Address of principal executive offices, including zip code)
952-943-6000
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
Not Applicable
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement | ||||||||
Item 8.01. Other Events | ||||||||
Item 9.01. Financial Statements and Exhibits | ||||||||
SIGNATURE | ||||||||
EXHIBIT INDEX | ||||||||
EX-1.1 | ||||||||
EX-5.1 | ||||||||
EX-99.1 |
Table of Contents
Item 1.01. Entry into a Material Definitive Agreement.
On December 17, 2010, ValueVision Media, Inc. (the Company) entered into a purchase agreement
(the Purchase Agreement) with Piper Jaffray & Co. (the Underwriter), pursuant to which the
Company agreed to sell, and the Underwriter agreed to purchase for resale to the public (the
Offering), subject to the terms and conditions expressed therein, 4,900,000 shares of the
Companys common stock, par value $0.01 per share (the Shares), at a price to the public of $3.75
per Share. The Company expects the Offering to close on or about December 22, 2010, subject to the
satisfaction of customary closing conditions, and expects that the net proceeds from the Offering
will be approximately $17 million after deducting the estimated underwriting discount and estimated
offering expenses payable by the Company. The Purchase Agreement provides that the Company will
indemnify the Underwriter against certain liabilities, including liabilities under the Securities
Act of 1933, as amended, or to reimburse the Underwriter for payments that the Underwriter may be
required to make because of such liabilities.
The Shares are being offered and sold pursuant to a prospectus supplement dated December 17, 2010
and an accompanying base prospectus dated August 16, 2010, pursuant to the Companys existing shelf
registration statement on Form S-3 (File No. 333-168312) that was declared effective by the
Securities and Exchange Commission on August 16, 2010. The opinion of the Companys counsel
regarding the validity of the Shares is filed herewith as Exhibit 5.1.
The foregoing description of the Purchase Agreement is not complete and is qualified in its
entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as
Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 8.01. Other Events.
On December 17, 2010, the Company issued a press release announcing the pricing of the Offering. A
copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference
herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
1.1
|
Purchase Agreement, dated as of December 17, 2010, by and between ValueVision Media, Inc. and Piper Jaffray & Co. | |
5.1
|
Opinion of Faegre & Benson LLP. | |
23.1
|
Consent of Faegre & Benson LLP (included as part of Exhibit 5.1). | |
99.1
|
Press Release entitled ValueVision Media Announces Pricing of Public Offering of Common Stock. |
Table of Contents
Forward Looking Statements
This Current Report on Form 8-K, including its exhibits, contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995, including statements
regarding the Companys expectations regarding the completion and anticipated proceeds of the
Offering. These statements are based on managements current expectations and accordingly are
subject to uncertainty and changes in circumstances. Actual results and the timing of events may
vary materially from those expressed or implied by such forward-looking statements due to various
factors, including, without limitation, risks and uncertainties related to the Companys business
and the satisfaction of the conditions of the closing of the Offering. The forward-looking
statements contained herein are also subject to risks and uncertainties that are described in the
Risk Factors sections and elsewhere in the prospectus supplement and the base prospectus, and in
the Companys most recent annual report on Form 10-K and the Companys subsequent filings with the
Securities and Exchange Commission. The Company does not undertake any obligation (and expressly
disclaims any such obligation) to update publicly any forward-looking statements whether as a
result of the receipt of new information, future events, or otherwise.
Table of Contents
SIGNATURE
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 hereunto duly authorized.
VALUEVISION MEDIA, INC. |
||||
/s/ Nathan E. Fagre | ||||
Nathan E. Fagre | ||||
Senior Vice President and General Counsel | ||||
Date: December 17, 2010
Table of Contents
EXHIBIT INDEX
Exhibit No. | Description | |
1.1
|
Purchase Agreement, dated as of December 17, 2010, by and between ValueVision Media, Inc. and Piper Jaffray & Co. | |
5.1
|
Opinion of Faegre & Benson LLP. | |
23.1
|
Consent of Faegre & Benson LLP (included as part of Exhibit 5.1). | |
99.1
|
Press Release entitled ValueVision Media Announces Pricing of Public Offering of Common Stock. |