- Current report filing (8-K)
December 16 2008 - 5:00AM
Edgar (US Regulatory)
UNITED STATES
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
December 15, 2008
Date of Report (Date of Earliest Event Reported)
ValueVision Media, Inc.
(Exact name of registrant as specified in its charter)
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Minnesota
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0-20243
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41-1673770
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer
Identification Number)
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6740 Shady Oak Road,
Eden Prairie, Minnesota 55344-3433
(Address of principal executive offices, including zip code)
952-943-6000
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On December 15, 2008, ValueVision Media, Inc. (the Company) presented to the Companys
officers (except the CEO) a form of Key Employee Agreement (the Key Employee Agreement) providing
for certain severance benefits in connection with a change in control and a subsequent termination
of the officers employment. The form of Key Employee Agreement had been previously approved by
the Human Resources and Compensation Committee of the Companys Board of Directors. The Company
will not enter into a Key Employee Agreement with its current CEO, John Buck.
The Key Employee Agreement provides for payment of the following severance benefits if (1) an
Event (as defined below) occurs during the period ending on the one-year anniversary of the date of
the Key Employee Agreement, and (2) within one year after the occurrence of such Event, the
officers employment is terminated involuntarily by the Company without Cause (as defined below) or
voluntarily by the officer for Good Reason (as defined below):
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Severance pay equal to 12 months of base salary (24 months for the COO, CFO and General
Counsel)
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Continued group medical and dental insurance for 12 months (24 months for the COO, CFO
and General Counsel)
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Any such severance payments pursuant to the Key Employee Agreement will be reduced
dollar-for-dollar by any other severance payment the officer is entitled to receive from the
Company in connection with the termination of his or her employment. In order to receive the
severance, the officer must sign a release of claims in favor of the Company and be in compliance
with the terms of the Key Employee Agreement.
As used in the Key Employee Agreement, an Event means (i) the acquisition by any individual,
entity or group of beneficial ownership of 30% or more of either the outstanding shares of common
stock of the Company or the combined voting power of the outstanding voting securities of the
Company; (ii) a change in a majority of the Companys Board; (iii) approval by the shareholders of
a reorganization, merger, consolidation or statutory exchange the outstanding voting securities of
the Company; or (iv) approval by the shareholders of a complete liquidation or dissolution of the
Company or the sale or other disposition of all or substantially all of the assets of the Company.
Notwithstanding the foregoing, various exceptions set forth in the Key Employee Agreement might
cause any of these events to not constitute an Event under the Key Employee Agreement.
As used in the Key Employee Agreement, Cause means: (i) a material act or act of fraud which
results in or is intended to result in the officers personal enrichment at the expense of Company;
(ii) public conduct by the officer materially detrimental to the reputation of Company; (iii)
material violation by the officer of any written Company policy, regulation or practice; (iv) the
officers failure to adequately perform the duties of the officers position to the detriment of
the Company; (v) commission of conduct constituting a felony; (vi) habitual intoxication, drug use
or chemical substance use by any intoxicating or chemical substance; or (vii) a material breach by
the officer of any of the terms and conditions of the Key Employee Agreement, which breach remains
uncured 10 days after receipt by the officer of written notice of such breach.
As used in the Key Employee Agreement, Good Reason means (i) a material reduction in the
officers duties, responsibilities or authority; (ii) any material reduction (greater than 10%), in
the aggregate, to the compensation and benefit plans, programs and perquisites applicable to the
officer; (iii)
a material diminution in the duties, responsibilities or authority of the employee or officer to
whom the officer is required to report; (iv) the Company requiring the officer to be based at any
office or location more than 50 miles from the location at which the officer was previously based
or the Company requiring the officer to travel on Company business to a substantially greater
extent than previously required; or (v) any material breach of the Key Employee Agreement by the
Company. In addition, for any of these circumstances to constitute Good Reason the officer must
have given notice thereof to the Company which the Company failed to cure within 30 days.
The foregoing summary of terms and conditions is qualified in its entirety by reference to the
Key Employee Agreement, a copy of which is filed as Exhibit 10.1 hereto.
Item 9.01 Financial Statements and Exhibits.
10.1
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Form of Key Employee Agreement for Officers (except John Buck)
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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.
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VALUEVISION MEDIA, INC.
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/s/ Nathan E. Fagre
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Nathan E. Fagre
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Senior Vice President and General Counsel
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Date: December 15, 2008
Exhibit Index
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Exhibit
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No.
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Description
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10.1
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Form of Key Employee Agreement for Officers (except John Buck)
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