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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
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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.
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VALUEVISION MEDIA, INC.
ANNUAL REPORT ON FORM 10-K/A
FOR THE FISCAL YEAR ENDED
JANUARY 31, 2004
TABLE OF CONTENTS
PAGE
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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)+
4
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)
5
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)
6
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
9