================================================================================ U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- FORM 10-K/A (AMENDMENT NO. 1) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED JANUARY 31, 2004 OR [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________to___________ COMMISSION FILE NUMBER 0-20243 ------------------------------ VALUEVISION MEDIA,INC. (Exact Name of Registrant as Specified in Its Charter) MINNESOTA 41-1673770 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification No.) 6740 SHADY OAK ROAD, EDEN PRAIRIE, MN 55344-3433 "www.shopnbc.com" (Zip Code) (Address of Principal Executive Offices) 952-943-6000 (Registrant's Telephone Number, Including Area Code) SECURITIES REGISTERED UNDER SECTION 12(b) OF THE EXCHANGE ACT: NONE SECURITIES REGISTERED UNDER SECTION 12(g) OF THE EXCHANGE ACT: COMMON STOCK, $0.01 PAR VALUE Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes [X] No [ ] As of April 7, 2004, 36,670,138 shares of the registrant's Common Stock were outstanding. The aggregate market value of the Common Stock held by non-affiliates of the registrant on July 31, 2003, based upon the closing sale price for the registrant's Common Stock as reported by the Nasdaq Stock Market on July 31, 2003 was approximately $352,151,626. For purposes of determining such aggregate market value, all officers and directors of the registrant are considered to be affiliates of the registrant, as well as shareholders holding 10% or more of the outstanding Common Stock as reflected on Schedules 13D or 13G filed with the registrant. This number is provided only for the purpose of this Annual Report on Form 10-K and does not represent an admission by either the registrant or any such person as to the status of such person. ================================================================================ VALUEVISION MEDIA, INC. ANNUAL REPORT ON FORM 10-K/A FOR THE FISCAL YEAR ENDED JANUARY 31, 2004 TABLE OF CONTENTS
PAGE ----- Explanatory Note................................................................ 2 PART IV Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K.......................................................... 2 Signatures...................................................................... 9
1 EXPLANATORY NOTE In accordance with Exchange Act Rule 12b-15, this Amendment No. 1 on Form 10-K/A amends certain items of the Annual Report on Form 10-K of ValueVision Media, Inc. (the "Company") for the fiscal year ended January 31, 2004, originally filed with the Securities and Exchange Commission on April 15, 2004, and presents the relevant text of the items amended. Item 15 is amended to include the filing of certain financial statements of Ralph Lauren Media, LLC (pursuant to Rule 3-09 of Regulation S-X). This Form 10-K/A does not reflect events occurring after the filing of the original Form 10-K or modify or update those disclosures in the original Form 10-K. PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K 2 EXHIBIT INDEX EXHIBIT NUMBER EXHIBIT - -------------- -------------------------------------------------------- 2 Limited Liability Company Interest Purchase Agreement by and among Norwell Television, LLC, the Members of Norwell Television, LLC named therein and the Registrant dated December 31, 2002. (Y) 3.1 Sixth Amended and Restated Articles of Incorporation, as Amended. (B) 3.2 Certificate of Designation of Series A Redeemable Convertible Preferred Stock. (G) 3.3 Articles of Merger. (T) 3.4 Bylaws, as amended. (B) 10.1 Second Amended 1990 Stock Option Plan of the Registrant (as amended and restated). (H)+ 10.2 Form of Option Agreement under the Amended 1990 Stock Option Plan of the Registrant. (A)+ 10.3 1994 Executive Stock Option and Compensation Plan of the Registrant. (D)+ 10.4 Form of Option Agreement under the 1994 Executive Stock Option and Compensation Plan of the Registrant. (E)+ 10.5 2001 Omnibus Stock Plan of the Registrant. (O)+ 10.6 Amendment No. 1 to the 2001 Omnibus Stock Plan of the Registrant. (R)+ 3
EXHIBIT NUMBER EXHIBIT - -------------- -------------------------------------------------------- 10.7 Form of Incentive Stock Option Agreement under the 2001 Omnibus Stock Plan of the Registrant. (U)+ 10.8 Form of Nonstatutory Stock Option Agreement under the 2001 Omnibus Stock Plan of the Registrant. (U)+ 10.9 Form of Restricted Stock Agreement under the 2001 Omnibus Stock Plan of the Registrant. (U)+ 10.10 Option Agreement between the Registrant and Marshall Geller dated as of March 3, 1997. (A)+ 10.11 Option Agreement between the Registrant and Marshall Geller dated May 9, 2001. (O)+ 10.12 Option Agreement between the Registrant and Marshall Geller dated June 21, 2001. (O)+ 10.13 Option Agreement between the Registrant and Robert Korkowski dated March 3, 1997. (A)+ 10.14 Option Agreement between the Registrant and Robert Korkowski dated May 9, 2001. (O)+ 10.15 Option Agreement between the Registrant and Robert Korkowski dated June 21, 2001. (O)+ 10.16 Option Agreement between the Registrant and Paul Tosetti dated March 3, 1997. (A)+ 10.17 Option Agreement between the Registrant and Paul Tosetti dated May 9, 2001. (O)+ 10.18 Option Agreement between the Registrant and Paul Tosetti dated June 21, 2001. (O)+ 10.19 Employment Agreement between the Registrant and William J. Lansing dated December 1, 2003. (V)+ 10.20 Option Agreement between the Registrant and William J. Lansing dated December 1, 2003. (V)+ 10.21 Separation Agreement between the Registrant and Gene McCaffery dated November 25, 2003. (V)+ 10.22 Transition Employment Agreement between the Registrant and Gene McCaffery dated December 1, 2003.(AA)+ 10.23 Option Agreement between the Registrant and Richard D. Barnes dated October 19, 1999. (K)+ 10.24 Option Agreement between the Registrant and Roy Seinfeld dated July 31, 2000. (N)+ 10.25 Option Agreement between the Registrant and Roy Seinfeld dated July 31, 2001. (O)+ 10.26 Option Agreement between the Registrant and Nathan Fagre dated May 1, 2000. (L)+ 10.27 2002 Annual Management Incentive Plan of the Registrant. (R)+ 10.28 Employment Agreement between the Registrant and Richard D. Barnes dated October 19, 1999. (J)+ 10.29 Amendment No. 1 to Employment Agreement between Registrant and Richard D. Barnes dated as of April 5, 2001. (Q)+
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EXHIBIT NUMBER EXHIBIT - -------------- -------------------------------------------------------- 10.30 Employment Agreement between the Registrant and Steven Goldsmith dated as of February 12, 2001. (S)+ 10.31 Separation Agreement between the Registrant and Steven Goldsmith dated April 14, 2003. (Y)+ 10.32 Employment Agreement between the Registrant and Nathan E. Fagre dated April 30, 2000. (N)+ 10.33 Amendment No. 1 to Employment Agreement between Registrant and Nathan E. Fagre dated as of April 5, 2001. (U)+ 10.34 Employment Agreement between the Registrant and Howard Fox dated as of May 22, 2000. (S)+ 10.35 Employment Agreement between the Registrant and Roy Seinfeld dated as of July 31, 2000. (S)+ 10.36 Amendment No. 1 to Employment Agreement between the Registrant and Roy Seinfeld dated as of December 19, 2001. (S)+ 10.37 Form of Salary Continuation Agreement between the Registrant and each of Richard Barnes, Nathan Fagre and Stann Leff dated July 2, 2003. (X)+ 10.38 Salary Continuation Agreement between the Registrant and Liz Haesler dated November 7, 2003. (W)+ 10.39 Salary Continuation Agreement between the Registrant and Brenda Boehler dated February 9, 2004. (AA)+ 10.40 Form of Option Agreement between the Registrant and each of Brenda Boehler and Scott Danielson. (Z)+ 10.41 Transponder Lease Agreement between the Registrant and Hughes Communications Galaxy, Inc. dated as of July 23, 1993 as supplemented by letters dated as of July 23, 1993. (C) 10.42 Transponder Service Agreement dated between the Registrant and Hughes Communications Satellite Services, Inc. (C) 10.43 Investment Agreement by and between ValueVision and GE Equity dated as of March 8, 1999. (F) 10.44 First Amendment and Agreement dated as of April 15, 1999 to the Investment Agreement, dated as of March 8, 1999, by and between the Registrant and GE Equity. (G) 10.45 Distribution and Marketing Agreement dated as of March 8, 1999 by and between NBC and the Registrant. (F) 10.46 Letter Agreement dated March 8, 1999 between NBC, GE Equity and the Registrant. (F) 10.47 Shareholder Agreement dated April 15, 1999 between the Registrant, and GE Equity. (G) 10.48 Amendment No. 1 dated March 19, 2004 to Shareholder Agreement dated April 15, 1999 between the Registrant, NBC and GE Equity. (AA) 10.49 ValueVision Common Stock Purchase Warrant dated as of April 15, 1999 issued to GE Equity. (G)
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EXHIBIT NUMBER EXHIBIT - ------ ------------------------------------------------------------------------------------ 10.50 Registration Rights Agreement dated April 15, 1999 between the Registrant, GE Equity and NBC. (G) 10.51 ValueVision Common Stock Purchase Warrant dated as of April 15, 1999 issued to NBC. (G) 10.52 Letter Agreement dated November 16, 2000 between the Registrant and NBC. (N) 10.53 Warrant Purchase Agreement dated September 13, 1999 between the Registrant, Snap!LLC, a Delaware limited liability company and Xoom.com, Inc., a Delaware corporation. (I) 10.54 Common Stock Purchase Warrant dated September 13, 1999 to purchase shares of the Registrant held by Xoom.com, Inc., a Delaware corporation. (I) 10.55 Registration Rights Agreement dated September 13, 1999 between the registrant and Xoom.com, Inc., a Delaware corporation, relating to Xoom.com, Inc.'s warrant to purchase shares of the Registrant. (I) 10.56 Amended and Restated Limited Liability Company Agreement of Ralph Lauren Media, LLC, a Delaware limited liability company, dated as of February 7, 2000, among Polo Ralph Lauren Corporation, a Delaware corporation, National Broadcasting Company, Inc., a Delaware corporation, the Registrant, CNBC.com LLC, a Delaware limited liability company and NBC Internet, Inc., a Delaware corporation. (K) 10.57 Agreement for Services dated February 7, 2000 between Ralph Lauren Media, LLC, a Delaware limited liability company, and VVI Fulfillment Center, Inc., a Minnesota corporation. (K) 10.58 Amendment to Agreement for Services dated as of January 31, 2003 between Ralph Lauren Media, LLC and VVI Fulfillment Center, Inc. (U) 10.59 Trademark License Agreement dated as of November 16, 2000 between NBC and the Registrant. (M) 10.60 Warrant Purchase Agreement dated as of November 16, 2000 between NBC and the Registrant. (M) 10.61 Common Stock Purchase Warrant dated as of November 16, 2000 between NBC and the Registrant. (M) 10.62 Amendment No. 1 dated March 12, 2001 to Common Stock Purchase Warrant dated as of November 16, 2000 between NBC and the Registrant. (P) 10.63 ValueVision Common Stock Purchase Warrant dated as of March 20, 2001 between NBC and the Registrant. (P) 21 Significant Subsidiaries of the Registrant. (AA) 23.1 Consent of Deloitte & Touche LLP. (AA) 23.2 Notice Regarding Consent of Arthur Anderson LLP. (AA) 23.3 Consent of Deloitte & Touche LLP. (BB) 24 Powers of Attorney. (CC) 31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer. (BB) 31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer. (BB) 32.1 Section 1350 Certification of Chief Executive Officer. (AA)
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EXHIBIT NUMBER EXHIBIT - ------ ------------------------------------------------------------------------------------ 32.2 Section 1350 Certification of Chief Financial Officer. (AA) 99.1 Financial Statements for Ralph Lauren Media, LLC for fiscal years 2003 and 2002.(BB) 99.2 Financial Statements for Ralph Lauren Media, LLC for fiscal years 2001 and 2000.(BB)
- ---------- (A) Incorporated herein by reference to Quantum Direct Corporation's Registration Statement on Form S-4, filed on March 13, 1998, File No. 333-47979. (B) Incorporated herein by reference to the Registrant's Quarterly Report on Form 10-QSB for the quarter ended August 31, 1994, filed on September 13, 1994, File No. 0-20243. (C) Incorporated herein by reference to the Registrant's Registration Statement on Form S-3 filed on October 13, 1993, as amended, File No. 33-70256. (D) Incorporated herein by reference to the Registrant's Proxy Statement in connection with its annual meeting of shareholders held on August 17, 1994, filed on July 19, 1994, File No. 0-20243. (E) Incorporated herein by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended January 31, 1998, filed on April 30, 1998, File No. 0-20243. (F) Incorporated herein by reference to the Registrant's Current Report on Form 8-K dated March 8, 1999, filed on March 18, 1999, File No. 0-20243. (G) Incorporated herein by reference to the Registrant's Current Report on Form 8-K dated April 15, 1999, filed on April 29, 1999, File No. 0-20243. (H) Incorporated herein by reference to the Registrant's Registration Statement on Form S-8, filed on September 25, 2000, File No. 333-46572. (I) Incorporated herein by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended July 31, 1999, filed on September 14, 1999, File No. 0-20243. (J) Incorporated herein by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended October 31, 1999, filed on December 15, 1999, File No. 0-20243. (K) Incorporated herein by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended January 31, 2000, File No. 0-20243. (L) Incorporated herein by reference to the Registrant's Registration Statement on Form S-8, filed on September 25, 2000, File No. 333-46576. (M) Incorporated herein by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended October 31, 2000, filed on December 14, 2000, File No. 0-20243. (N) Incorporated herein by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended January 31, 2001, File No. 0-20243. (O) Incorporated herein by reference to the Registrant's Registration Statement on Form S-8 filed on January 25, 2002, File No. 333-81438. (P) Incorporated herein by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended April 30, 2001, filed on June 14, 2001, File No. 0-20243. (Q) Incorporated herein by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended January 31, 2002, File No. 0-20243. (R) Incorporated herein by reference to the Registrant's Proxy Statement in connection with its annual meeting of shareholders held on June 20, 2002, filed on May 23, 2002, File No. 0-20243. 7 (S) Incorporated herein by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended April 30, 2002, filed on June 14, 2002, File No. 0-20243. (T) Incorporated herein by reference to the Registrant's Current Report on Form 8-K Dated May 16, 2002, filed on May 17, 2002, File No. 0-20243. (U) Incorporated herein by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended January 31, 2003, File No. 0-20243. (V) Incorporated herein by reference to the Registrant's Current Report on Form 8-K dated December 1, 2003, filed on December 3, 2003, File No. 0-20243. (W) Incorporated herein by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended October 31, 2003, filed on December 15, 2003, File No. 0-20243. (X) Incorporated herein by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, filed on August 15, 2003, File No. 0-20243. (Y) Incorporated herein by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended April 30, 2003, filed on June 16, 2003, File No. 0-20243. (Z) Incorporated herein by reference to the Registrant's Registration Statement on Form S-8 filed on March 19, 2004, File No. 333-113736. (AA) Previously filed. (BB) Filed herewith. (CC) Included on the signature page hereof. + Management compensatory plan/arrangement 8 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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, on January 12, 2005. VALUEVISION MEDIA, INC. (Registrant) By: /s/ WILLIAM J. LANSING ---------------------------------------- William J. Lansing Chief Executive Officer and President Each of the undersigned hereby appoints William J. Lansing and Frank Elsenbast, and each of them (with full power to act alone), as attorneys and agents for the undersigned, with full power of substitution, for and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act of 1934, as amended, any and all amendments and exhibits to this Annual Report on Form 10-K and any and all applications, instruments, and other documents to be filed with the Securities and Exchange Commission pertaining to this Annual Report on Form 10-K or any amendments thereto, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities indicated on January 12, 2005.
NAME TITLE ------ ----- /s/ WILLIAM J. LANSING Chief Executive Officer, President and - -------------------------------- Director (Principal Executive Officer) William J. Lansing /s/ FRANK ELSENBAST Vice President Finance - -------------------------------- and Chief Financial Officer Frank Elsenbast (Principal Financial and Accounting Officer) Chairman of the Board - -------------------------------- Marshall S. Geller /s/ JAMES J. BARNETT Director - -------------------------------- James J. Barnett /s/ JOHN D. BUCK Director - -------------------------------- John D. Buck Director - -------------------------------- Ron Herman Director - -------------------------------- Douglas V. Holloway /s/ ROBERT J. KORKOWSKI Director - -------------------------------- Robert J. Korkowski Director - -------------------------------- Jay Ireland /s/ ALLEN L. MORGAN Director - -------------------------------- Allen L. Morgan
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