Securities Registration: Employee Benefit Plan (s-8)
September 04 2013 - 4:32PM
Edgar (US Regulatory)
As filed with the United States Securities and Exchange Commission on September 4, 2013
Registration No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ValueVision
Media, Inc.
(Exact name of registrant as specified in its charter)
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Minnesota
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41-1673770
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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6740 Shady Oak Road
Eden Prairie, Minnesota 55344-3433
(952) 943-6000
(Address,
including zip code, and telephone number, including area code, of registrants principal executive offices)
ValueVision Media,
Inc. 2011 Omnibus Incentive Plan
(Full title of the Plan)
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Teresa Dery
General Counsel
ValueVision Media, Inc.
6740 Shady Oak Road
Eden
Prairie, Minnesota 55344-3433
(952) 943-6000
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with a copy to:
Jonathan R. Zimmerman
Faegre Baker Daniels LLP
2200 Wells Fargo Center
90 South Seventh Street
Minneapolis, Minnesota 55402-3901
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(Name, address and telephone number, including area code, of agent for service)
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(612) 766-7000
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller
reporting company. See definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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¨
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Accelerated filer
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x
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Non-accelerated filer
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¨
(do not check if smaller reporting company)
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Smaller reporting company
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¨
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CALCULATION OF REGISTRATION FEE
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Title of Each Class of
Securities to Be Registered
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Amount
To Be
Registered (1)
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Proposed
Maximum
Offering Price
Per Share (2)
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Proposed
Maximum
Aggregate
Offering Price (2)
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Amount of
Registration Fee (2)
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Common Stock, $0.01 par value
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3,000,000
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$4.785
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$14,355,000
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$1,958.03
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(1)
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Pursuant to Rule 416 under the Securities Act of 1933, as amended (the Securities Act), this registration statement also will cover any additional shares of common stock that become issuable under the
ValueVision Media, Inc. 2011 Omnibus Incentive Plan, as amended, by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without ValueVision Media, Inc.s (the Registrant) receipt of
consideration that results in an increase in the number of outstanding shares of the Registrants common stock.
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(2)
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Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(h) under the Securities Act based on the average of the high and low sale prices per share of the Registrants common stock
as quoted on the Nasdaq Global Market on August 28, 2013.
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VALUEVISION MEDIA, INC.
EXPLANATORY NOTE
The
shareholders of ValueVision Media, Inc. (the Registrant) approved an amendment to the ValueVision Media, Inc. 2011 Omnibus Incentive Plan (the 2011 Plan) on June 19, 2013 to increase by 3,000,000 shares of common stock
the number of shares issuable under the 2011 Plan. This registration statement on Form S-8 is being filed for the purpose of registering an additional 3,000,000 shares of the Registrants common stock to be issued pursuant to the 2011 Plan. In
accordance with Section E of the General Instructions to Form S-8, the registration statement on Form S-8 (No. 333-175319) relating to the 2011 Plan previously filed with the Securities and Exchange Commission is incorporated by reference into this
registration statement.
PART II-INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
BY GENERAL INSTRUCTION E OF FORM S-8
The exhibits are listed on the index of exhibits that follows the signatures
in the registration statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Eden Prairie, State of Minnesota, on
September 4, 2013.
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VALUEVISION MEDIA, INC.
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By:
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/s/ Keith R. Stewart
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Name:
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Keith R. Stewart
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Title:
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Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this registration statement on Form S-8 has
been signed on September 4, 2013 by the following persons in the capacities with ValueVision Media, Inc. indicated:
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/s/ Keith R. Stewart
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Chief Executive Officer
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Keith R. Stewart
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(Principal Executive Officer), Director
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/s/ William McGrath
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Executive Vice President, Chief Financial Officer
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William McGrath
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(Principal Financial and Accounting Officer)
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John D. Buck*
Jill R. Botway*
William F. Evans*
Sean F. Orr*
Robert S. Pick*
Randy S. Ronning*
*
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Teresa Dery, by signing her name hereto, does hereby sign this document on behalf of each of the directors named above pursuant to powers of attorney duly executed by the directors named and filed with the Securities
and Exchange Commission on behalf of such directors.
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By:
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/s/ Teresa Dery
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Name:
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Teresa Dery
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Title:
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Attorney-in-Fact
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INDEX TO EXHIBITS
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Exhibit No.
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Description
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Method of Filing
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4.1
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Articles of Incorporation, as amended
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Incorporated by reference (A)
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4.2
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Amended and Restated By-Laws, as amended through September 21, 2010
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Incorporated by reference (B)
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4.3
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Amended and Restated Shareholder Agreement dated February 25, 2009 among the Registrant, GE Capital Equity Investments, Inc. and NBC Universal, Inc.
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Incorporated by reference (C)
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4.4
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Common Stock Purchase Warrants issued on February 25, 2009 by the Registrant to GE Capital Equity Investments, Inc.
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Incorporated by reference (D)
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4.5
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Amended and Restated Registration Rights Agreement dated February 25, 2009 among the Registrant, GE Capital Equity Investments, Inc. and NBC Universal, Inc.
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Incorporated by reference (E)
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4.6
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Form of Common Stock Certificate
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Incorporated by reference (F)
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5.1
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Opinion of Faegre Baker Daniels LLP
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Filed herewith
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23.1
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Consent of Deloitte & Touche LLP
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Filed herewith
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23.2
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Consent of Faegre Baker Daniels (included in Exhibit 5.1)
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Filed herewith
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24.1
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Powers of Attorney
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Filed herewith
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99.1
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ValueVision Media, Inc. 2011 Omnibus Incentive Plan
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Incorporated by reference (G)
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99.2
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Form of Incentive Stock Option Award Agreement under the 2011 Omnibus Incentive Plan
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Incorporated by reference (H)
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99.3
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Form of Non-Statutory Stock Option Award Agreement under the 2011 Omnibus Incentive Plan
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Incorporated by reference (I)
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99.4
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Form of Performance Stock Option Award Agreement under the 2011 Omnibus Incentive Plan
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Incorporated by reference (J)
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99.5
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Restricted Stock Award Agreement under the 2011 Omnibus Incentive Plan
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Incorporated by reference (K)
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(A)
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Incorporated herein by reference to Exhibit 3.1 to the Registrants Annual Report on Form 10-Q for the quarterly period ended April 30, 2011, filed on June 7, 2011, File No. 0-20243.
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(B)
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Incorporated herein by reference to Exhibit 3.1 to the Registrants Current Report on Form 8-K dated September 27, 2010, filed on September 27, 2010, File No. 0-20243.
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(C)
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Incorporated herein by reference to Exhibit 4.1 to the Registrants Current Report on Form 8-K dated February 25, 2009, filed on February 26, 2009, File No. 0-20243.
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(D)
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Incorporated herein by reference to Exhibit 4.2 to the Registrants Current Report on Form 8-K dated February 25, 2009, filed on February 26, 2009, File No. 0-20243.
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(E)
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Incorporated herein by reference to Exhibit 10.2 to the Registrants Current Report on Form 8-K dated February 25, 2009, filed on February 26, 2009, File No. 0-20243.
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(F)
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Incorporated herein by reference to Exhibit 4.9 to the Registrants Registration Statement on Form S-3, filed on June 9, 2010, File No. 333-167396.
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(G)
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Incorporated by reference to Appendix A to the Registrants Proxy Statement filed on May 9, 2013, File No. 0-20243.
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(H)
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Incorporated by reference to Exhibit 10.13 to the Registrants Annual Report on Form 10-K for the fiscal year ended January 28, 2012, filed on April 5, 2012, File No. 0-20243.
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(I)
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Incorporated by reference to Exhibit 10.14 to the Registrants Annual Report on Form 10-K for the fiscal year ended January 28, 2012, filed on April 5, 2012, File No. 0-20243.
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(J)
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Incorporated by reference to Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q for the quarterly period ended October 27, 2012, filed on November 29, 2012, File No. 0-20243.
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(K)
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Incorporated by reference to Exhibit 10.2 to the Registrants Quarterly Report on Form 10-Q for the quarterly period ended May 4, 2013, filed on June 6, 2013, File No. 0-20243.
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