Attached files
| file | filename |
|---|---|
| EX-99 - EX-99 - iMedia Brands, Inc. | c63914exv99.htm |
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
April 5, 2011
Date of report (Date of earliest event reported)
VALUEVISION MEDIA, INC.
| Minnesota | 0-20243 | 41-1673770 | ||
| (State of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 6740 Shady Oak Road Eden Prairie, Minnesota |
55344-3433 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(952) 943-6000
(Registrant’s 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)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 5, 2011, ValueVision Media, Inc. (the “Company”) executed restricted stock
agreements with our Chief Executive Officer, Keith R. Stewart, our Chief Financial Officer, William
McGrath, and our other named executive officers to provide restricted stock grants in lieu of an
annual cash bonus for fiscal year 2010. Each named executive officer received restricted stock in
an amount equal to the amount of cash that such named executive officer would have received
pursuant to our 2010 annual incentive plan, dividing such amount by a $6.72 average stock price
based upon a 20-day simple average (beginning 10-days before our March 17, 2011 earnings release
and ending 10-days after the release). The key terms of our 2010 annual incentive plan are
described in our proxy statement for the 2010 Annual Meeting of Shareholders filed with the
Securities and Exchange Commission on May 14, 2010. The only feature of the award that has not
been disclosed when Item 402 of Regulation S-K requires such disclosure is the fact that the awards
were paid in restricted stock that vests in two equal annual installments beginning March 31, 2012
and ending March 31, 2013.
| Item 8.01 | Other Information. |
As disclosed in a Form 8-K dated as of April 4, 2011, the Company completed an underwritten
public offering of 9,487,500 shares of common stock (the “Offering”) on April 4, 2011, resulting in
net proceeds to the Company of approximately $55.6 million. On April 6, 2011, the Company used
part of the proceeds of the Offering to redeem all of the outstanding shares of Series B Preferred
Stock of the Company held by GE Capital Equity Investments, Inc. for $40.9 million and paid all
accrued dividends on the Series B Preferred Stock, amounting to $6.4 million.
On April 6, 2011, the Company issued a press release announcing this redemption. 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
| 99 | Press Release dated April 6, 2011 |
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 hereunto duly authorized.
| VALUEVISION MEDIA, INC. |
||||
| Date: April 6, 2011 | /s/ Teresa Dery | |||
| Teresa Dery | ||||
| Interim General Counsel | ||||
EXHIBIT INDEX
| No. | Description | Manner of Filing | ||||
| 99 | Press Release dated April 6, 2011
|
Filed Electronically | ||||