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
Date of Report (Date of Earliest Event Reported): January 26, 2009
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)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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6740 Shady Oak Road, Eden Prairie,
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Minnesota
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55344-3433
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (952) 943-6000
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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TABLE OF CONTENTS
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Item 2.02
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Results of Operations and Financial Condition.
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On January 27, 2009, we issued a press release discussing preliminary results of operations and
financial condition for our fiscal quarter and full year ending January 31, 2009. A copy of the
press release is furnished as Exhibit 99.1 hereto.
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(a) Departure of Directors or Certain Officers
Effective January 26, 2009, John D. Buck voluntarily resigned as chief executive officer of our
company. Mr. Buck will continue to serve as the chairman of our board of directors, subject to the
boards discretion to change the appointment at any time.
(b) Appointment of Certain Officers
Also effective January 26, 2009, our board of directors appointed Keith R. Stewart, currently
president and chief operating officer, as president and chief executive officer. In connection with
this promotion, Mr. Stewart relinquished the title of chief operating officer. Any changes to Mr.
Stewarts compensation package in connection with this appointment will be reported when finalized.
Prior to joining ShopNBC in August, 2008, Mr. Stewart served the majority of his retail career at
QVC, where, until his retirement, he most recently was Vice President International Sourcing of QVC (USA) (from 2006 to 2007), Vice
President Merchandising Home of QVC (USA) (2004 to 2005) and General Manager of QVCs German
business unit (2001 to 2004).
(c) Election of Directors
Also on January 26, 2009, we appointed Randy S. Ronning to our board of directors. Mr. Ronning
joins ShopNBCs board of directors having served most recently as executive vice president and
chief merchandising officer of QVC, where he oversaw all merchandising, brand management, and
merchandise analysis efforts of QVC and QVC.com, from 2005 to 2007. He also was responsible for
QVC.com operations during this period. Previously, Mr. Ronning was executive vice president of
affiliate sales and marketing, information services, marketing, research and sales analysis, direct
marketing, corporate marketing, public relations, and charitable giving at QVC, from 2001 to 2005.
Prior to QVC, Mr. Ronning spent 30 years with J.C. Penney Co., where he held executive positions
including president of its catalog and internet divisions.
It has not yet been determined on which committees of the Board Mr. Ronning will serve.
In connection with his appointment to the board, we granted Mr. Ronning options to purchase 30,000
shares of our common stock at an exercise price of $0.52 per share; the options vest immediately
and have a term of 10 years from the date of grant. We also gave Mr. Ronning a grant of 3,266
shares of restricted stock, which vests on the day prior to our next annual shareholders meeting,
currently scheduled to be held on June 25, 2009. Mr. Ronning also will receive our standard
Director compensation package.
A copy of the press release announcing these officer and director changes is filed as Exhibit 99.2
and incorporated by reference into Item 5.02.
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Item 7.01
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Regulation FD Disclosure.
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(a) On January 27, 2009, we issued a press release discussing the conclusion of the strategic
alternatives review process, commencement of which was disclosed previously in a report on Form 8-K
on September 15, 2008. A copy of this press release is filed as Exhibit 99.3 and incorporated by
reference into Item 7.01
(b) Also included in the officer and director changes press release is an announcement that the
company has entered into a consulting agreement with Ms. Darlene Daggett. Ms. Daggett was most recently president of U.S. commerce at
QVC, where she was responsible for its strategic alliances, merchandising and brand development,
new business initiatives, and critical customer insight, from 2002 to 2007. During her tenure at
QVC she held several leadership positions of increasing responsibility, including executive vice
president of merchandising from 1995 to 2002; senior vice president home merchandising from 1994
to 1995; and senior vice president, vice president and director merchandising from 1989 to 1994.
Prior to that, Ms. Daggett was President and Co-Founder of Acappella, a womens clothing company.
This announcement is included in the press release attached as Exhibit 99.2 and incorporated by
reference into Item 7.01.
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Item 9.01
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Financial Statements and Exhibits.
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99.1 Earnings Press Release dated January 27, 2009.
99.2 Press Release dated January 27, 2009.
99.3 Press Release dated January 27, 2009.