Securities Registration: Employee Benefit Plan (s-8)
September 10 2019 - 4:13PM
Edgar (US Regulatory)
As filed with
the Securities and Exchange Commission on September 10, 2019
Registration No. 333-____
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
iMedia Brands, Inc.
(Exact name of registrant as specified in
its charter)
Minnesota
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6740 Shady Oak Road
Eden Prairie, MN 55344-3533
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41-1673770
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(State or other jurisdiction of
incorporation or organization)
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(Address of Principal Executive
Offices)
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(I.R.S. Employer
Identification No.)
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Performance Stock Unit Award Agreement
(Non-Plan) Between the Company and
Timothy A. Peterman dated as of May 2, 2019
(Full title of the plan)
James Spolar
Senior Vice President, General Counsel and
Secretary
iMedia Brands, Inc.
6740 Shady Oak Road
Eden Prairie, MN 55344-3533
(Name and address of agent for service)
(952) 943-6000
(Telephone number, including area code,
of agent for service)
Copies to:
Jonathan R. Zimmerman
Faegre Baker Daniels LLP
2200 Wells Fargo Center
90 South Seventh Street
Minneapolis, MN 55402-1425
(612) 766-7000
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨
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Accelerated filer x
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Non-accelerated filer ¨
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Smaller reporting company x
Emerging growth company ¨
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If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
CALCULATION OF REGISTRATION FEE
Title 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
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Common stock, par value $.01 per share
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680,000
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$0.60615
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$412,182
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$49.96
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(1)
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Represents shares of common stock issuable pursuant to
the Performance Share Unit Award Agreement, dated as of May 2, 2019, between iMedia Brands, Inc. (the “Company”) and
Timothy A. Peterman (the “Agreement”). Pursuant to Rule 416 under the Securities Act of 1933, as amended
(the “Securities Act”), this registration statement also covers any additional shares of common stock that may be
issued under the Agreement to prevent dilution resulting from stock splits, stock dividends or similar transactions.
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(2)
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Estimated solely for the purpose of determining the registration
fee pursuant to Rule 457(h)(1) and 457(c) under the Securities Act and based upon the average of the high and low sales price
of the Company’s common stock as reported on the Nasdaq Capital Market on September 9, 2019.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
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Item 3.
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Incorporation of Documents by Reference.
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The Company hereby incorporates by reference
into this registration statement the following documents filed with the Securities and Exchange Commission (the “SEC”):
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·
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The description of the Company’s common stock contained
in its registration statement on Form 8-A filed with the SEC on July 13, 2015, including and amendments or supplements thereto.
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All reports and other
documents filed by the Company with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934, and amended (the “Exchange Act”) (except for information furnished and not filed with the SEC in a Current
Report on Form 8-K) after the date of this registration statement and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated
by reference in and to be a part of this registration statement from the date of filing of such documents.
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Item 4.
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Description of Securities.
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Not applicable.
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Item 5.
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Interests of Named Experts and Counsel.
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Not applicable.
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Item 6.
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Indemnification of Directors and Officers.
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The Company is subject to Minnesota Section
302A.521, which provides that a corporation shall indemnify any person made or threatened to be made a party to a proceeding by
reason of the former or present official capacity (as defined in Section 302A.521 of the Minnesota Statutes) of that person against
judgments, penalties, fines, including, without limitation, excise taxes assessed against such person with respect to an employee
benefit plan, settlements and reasonable expenses, including attorneys’ fees and disbursements, incurred by such person in
connection with the proceeding, if, with respect to the acts or omissions of that person complained of in the proceeding, that
person:
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Has not been indemnified therefor by another organization
or employee benefit plan;
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Received no improper personal benefit and Section 302A.255
(with respect to director conflicts of interest), if applicable, has been satisfied;
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In the case of a criminal proceeding, had no reasonable
cause to believe the conduct was unlawful; and
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In the case of acts or omissions occurring in such person’s
performance in an official capacity, such person must have acted in a manner such person reasonably believed was in the best interests
of the corporation or, in certain limited circumstances, not opposed to the best interests of the corporation.
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In addition, Section 302A.521, subd. 3 requires
payment by the Company, upon written request, of reasonable expenses in advance of final disposition in certain instances. A decision
as to required indemnification is made by a majority of the disinterested board of directors present at a meeting at which a disinterested
quorum is present, or by a designated committee of disinterested directors, by special legal counsel, by the disinterested shareholders,
or by a court.
The Company’s bylaws provide that
the Company will indemnify any of its officers, directors, employees, and agents to the fullest extent permitted by Minnesota law.
The Company has a director and officer liability
insurance policy to cover it, its directors and its officers against certain liabilities.
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Item 7.
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Exemption from Registration Claimed.
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Not applicable.
EXHIBIT INDEX
(A)
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Incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on July 16, 2019, File No. 001-37495.
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(B)
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Incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on July 16, 2019, File No. 001-37495.
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(C)
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Incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on July 13, 2015, File No. 0-20243.
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(D)
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Incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on July 13, 2015, File No. 0-20243.
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(E)
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Incorporated herein by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed on May 3, 2019, File No. 001-37495.
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(a)
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The Company hereby undertakes:
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(1) To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
provided, however,
that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in reports filed with or furnished to the SEC by the Company pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the registration statement.
(2) That,
for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The
Company hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company’s
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of
the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the securities being registered, the Company will,
unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, 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 10, 2019.
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iMedia Brands, Inc.
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By:
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/s/ Timothy A. Peterman
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Name: Timothy A. Peterman
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Title: Chief Executive Officer
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Each person whose signature
appears below constitutes and appoints Timothy A. Peterman, Michael Porter and James Spolar, or any of them, as his or her true
and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to file and sign any and all amendments, including post-effective amendments, to this
registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority
to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents
and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents,
or any of them, or their or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons on behalf
of the registrant in the capacities and on the dates indicated.
SIGNATURE
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TITLE
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DATE
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/s/ Timothy A. Peterman
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Chief Executive Officer
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September 10, 2019
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Timothy A. Peterman
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(Principal Executive Officer)
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/s/ Michael Porter
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Senior Vice President, Chief Financial Officer
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September 10, 2019
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Michael Porter
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(Principal Financial and Accounting Officer)
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/s/ Landel C. Hobbs
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Director and Chairman of the Board
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September 10, 2019
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Landel C. Hobbs
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/s/ Michael Friedman
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Director
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September 10, 2019
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Michael Friedman
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/s/ Neal S. Grabell
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Director
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September 10, 2019
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Neal S. Grabell
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/s/ Benoȋt Jamar
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Director
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September 10, 2019
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Benoȋt Jamar
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/s/ Eyal Lalo
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Director
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September 10, 2019
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Eyal Lalo
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/s/ Lisa A. Letizio
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Director
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September 10, 2019
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Lisa A. Letizio
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/s/ Aaron P. Reitkopf
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Director
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September 10, 2019
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Aaron P. Reitkopf
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/s/ Robert J. Rosenblatt
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Director
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September 10, 2019
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Robert J. Rosenblatt
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