-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IhSA5LDX8bw7pggyj9xi5k1+tPTOQ5mM/fRm4z/4WY6cARbrcvDCWGPVDs44Nvas XpVHF+fAZmj/bHWZY7tHMw== 0000909518-05-000513.txt : 20050712 0000909518-05-000513.hdr.sgml : 20050712 20050712172453 ACCESSION NUMBER: 0000909518-05-000513 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20050712 DATE AS OF CHANGE: 20050712 GROUP MEMBERS: GENERAL ELECTRIC CAPITAL CORPORATION GROUP MEMBERS: GENERAL ELECTRIC CAPITAL SERVICES, INC. GROUP MEMBERS: GENERAL ELECTRIC COMPANY GROUP MEMBERS: NATIONAL BROADCASTING COMPANY HOLDINGS, INC. GROUP MEMBERS: NBC UNIVERSAL, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VALUEVISION MEDIA INC CENTRAL INDEX KEY: 0000870826 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 411673770 STATE OF INCORPORATION: MN FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41757 FILM NUMBER: 05950993 BUSINESS ADDRESS: STREET 1: 6740 SHADY OAK RD CITY: MINNEAPOLIS STATE: MN ZIP: 55344-3433 BUSINESS PHONE: 6129475200 MAIL ADDRESS: STREET 1: 6740 SHADY OAK RAOD CITY: EDEN PRAIRIE STATE: MN ZIP: 55344-3433 FORMER COMPANY: FORMER CONFORMED NAME: VALUEVISION INTERNATIONAL INC DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GE CAPITAL EQUITY INVESTMENTS INC CENTRAL INDEX KEY: 0001093083 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 061268495 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 120 LONG RIDGE RD CITY: STAMFORD STATE: CT ZIP: 06927 BUSINESS PHONE: 2033576839 MAIL ADDRESS: STREET 1: 120 LONG RIDGE RD CITY: STAMFORD STATE: CT ZIP: 06927 SC 13D/A 1 jd7-12_13d.txt ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------ SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8) ------------ ValueVision Media, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.01 par value per share - -------------------------------------------------------------------------------- (Title of class of securities) 92047K-10-7 - -------------------------------------------------------------------------------- (CUSIP Number) John W. Campo, Jr., Managing Director and General Counsel GE Capital Equity Investments, Inc. 120 Long Ridge Road Stamford, Connecticut 06927 (203) 357-4011 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 8, 2005 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [_]. ================================================================================
- ------------------------------------------------------- ------------------------------------------------------------- CUSIP NO. 92047K-10-7 13D Page 2 - ------------------------------------------------------- ------------------------------------------------------------- - -------------- ---------------------------------------- -------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS GE Capital Equity Investments, Inc. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): 06-1468495 - -------------- ----------------------------------------------------------------------------------------------------- ------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_] (b) [x] - -------------- ------------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------- ----------------------- ------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS: Not applicable - -------------- ----------------------------------------------------------------------------------------------------- ------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [_] - -------------- ----------------------------------------------------- ------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware - ----------------------- ----- -------------------------------------- ------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER: 0 SHARES ----- -------------------------------------- ------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: 14,013,918 OWNED BY ----- -------------------------------------- ------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER: 0 REPORTING ----- -------------------------------------- ------------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER: 14,013,918 - -------------- ------------------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 14,013,918 - -------------- ----------------------------------------------------------------------------------------------------- ------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_] - -------------- ------------------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 33.1% - -------------- ---------------------------------------- -------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON: CO - -------------- ---------------------------------------- -------------------------------------------------------------------------- SEE INSTRUCTIONS BEFORE FILLING OUT! 2 - ------------------------------------------------------- ------------------------------------------------------------- CUSIP NO. 92047K-10-7 13D Page 3 - ------------------------------------------------------- ------------------------------------------------------------- - -------------- ---------------------------------------- -------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: NBC Universal, Inc. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): 14-1682529 - -------------- ----------------------------------------------------------------------------------------------------- ------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_] (b) [x] - -------------- ------------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------- ----------------------- ------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS: Not applicable - -------------- ----------------------------------------------------------------------------------------------------- ------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [_] - -------------- ----------------------------------------------------- ------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware - ----------------------- ----- -------------------------------------- ------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER: 7,584,977 SHARES ----- -------------------------------------- ------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: 14,013,918 OWNED BY ----- -------------------------------------- ------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER: 7,584,977 REPORTING ----- -------------------------------------- ------------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER: 14,013,918 - -------------- ------------------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 21,598,895 - -------------- ----------------------------------------------------------------------------------------------------- ------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_] - -------------- ------------------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 43.4% - -------------- ---------------------------------------- -------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON: CO - -------------- ---------------------------------------- -------------------------------------------------------------------------- SEE INSTRUCTIONS BEFORE FILLING OUT! 3 - ------------------------------------------------------- ------------------------------------------------------------- CUSIP NO. 92047K-10-7 13D Page 4 - ------------------------------------------------------- ------------------------------------------------------------- - -------------- ---------------------------------------- -------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: General Electric Capital Corporation I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): 13-1500700 - -------------- ----------------------------------------------------------------------------------------------------- ------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_] (b) [x] - -------------- ------------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------- ----------------------- ------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS: Not applicable - -------------- ----------------------------------------------------------------------------------------------------- ------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [_] - -------------- ----------------------------------------------------- ------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware - ----------------------- ----- -------------------------------------- ------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER: 0 SHARES ----- -------------------------------------- ------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: 14,013,918 OWNED BY ----- -------------------------------------- ------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER: 0 REPORTING ----- -------------------------------------- ------------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER: 14,013,918 - -------------- ------------------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 14,013,918 - -------------- ----------------------------------------------------------------------------------------------------- ------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_] - -------------- ------------------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 33.1% - -------------- ---------------------------------------- -------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON: CO - -------------- ---------------------------------------- -------------------------------------------------------------------------- SEE INSTRUCTIONS BEFORE FILLING OUT! 4 - ------------------------------------------------------- ------------------------------------------------------------- CUSIP NO. 92047K-10-7 13D Page 5 - ------------------------------------------------------- ------------------------------------------------------------- - -------------- ---------------------------------------- -------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: General Electric Capital Services, Inc. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): 06-1109503 - -------------- ----------------------------------------------------------------------------------------------------- ------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_] (b) [x] - -------------- ------------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------- ----------------------- ------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS: Not applicable - -------------- ----------------------------------------------------------------------------------------------------- ------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [ ] - -------------- ----------------------------------------------------- ------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware - ----------------------- ----- -------------------------------------- ------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER: Disclaimed (see 11 below) SHARES ----- -------------------------------------- ------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: 0 OWNED BY ----- -------------------------------------- ------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER: Disclaimed (see 11 below) REPORTING ----- -------------------------------------- ------------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER: 0 - -------------- ------------------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: Beneficial ownership of all shares disclaimed by General Electric Capital Services, Inc. - -------------- ----------------------------------------------------------------------------------------------------- ------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_] - -------------- ------------------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): Not applicable (see 11 above) - -------------- ---------------------------------------- -------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON: CO - -------------- ---------------------------------------- -------------------------------------------------------------------------- SEE INSTRUCTIONS BEFORE FILLING OUT! 5 - ------------------------------------------------------- ------------------------------------------------------------- CUSIP NO. 92047K-10-7 13D Page 6 - ------------------------------------------------------- ------------------------------------------------------------- - -------------- ---------------------------------------- -------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: General Electric Company I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): 14-0689340 - -------------- ----------------------------------------------------------------------------------------------------- ------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_] (b) [x] - -------------- ------------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------- ----------------------- ------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS: Not applicable - -------------- ----------------------------------------------------------------------------------------------------- ------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [x] - -------------- ----------------------------------------------------- ------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware - ----------------------- ----- -------------------------------------- ------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER: Disclaimed (see 11 below) SHARES ----- -------------------------------------- ------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: 0 OWNED BY ----- -------------------------------------- ------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER: Disclaimed (see 11 below) REPORTING ----- -------------------------------------- ------------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER: 0 - -------------- ------------------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: Beneficial ownership of all shares disclaimed by General Electric Company - -------------- ----------------------------------------------------------------------------------------------------- ------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_] - -------------- ------------------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): Not applicable (see 11 above) - -------------- ---------------------------------------- -------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON: CO - -------------- ---------------------------------------- -------------------------------------------------------------------------- SEE INSTRUCTIONS BEFORE FILLING OUT! 6 - ------------------------------------------------------- ------------------------------------------------------------- CUSIP NO. 92047K-10-7 13D Page 7 - ------------------------------------------------------- ------------------------------------------------------------- - -------------- ---------------------------------------- -------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: National Broadcasting Company Holdings, Inc. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): 13-3448662 - -------------- ----------------------------------------------------------------------------------------------------- ------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_] (b) [x] - -------------- ------------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------- ----------------------- ------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS: Not applicable - -------------- ----------------------------------------------------------------------------------------------------- ------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_] PURSUANT TO ITEM 2(d) OR 2(e): - -------------- ----------------------------------------------------- ------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware - -------------------------- ------ ---------------------------------- ------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER: Disclaimed (see 11 below) SHARES ------ ---------------------------------- ------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: 0 OWNED BY ------ ---------------------------------- ------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER: Disclaimed (see 11 below) REPORTING ------ ---------------------------------- ------------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER: 0 - -------------- ------------------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: Beneficial ownership of all shares disclaimed by National Broadcasting Company Holdings, Inc. - -------------- ----------------------------------------------------------------------------------------------------- ------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_] - -------------- ------------------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): Not applicable (see 11 above) - -------------- ---------------------------------------- -------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON: CO - -------------- ---------------------------------------- -------------------------------------------------------------------------- SEE INSTRUCTIONS BEFORE FILLING OUT!
7 This Amendment No. 8 amends the Schedule 13D filed April 26, 1999, as amended (the "Schedule 13D"), and is filed by GE Capital Equity Investments, Inc. ("GECEI"), NBC Universal, Inc. (formerly known as National Broadcasting Company, Inc.) ("NBC"), General Electric Capital Corporation ("GE Capital"), General Electric Capital Services, Inc. ("GECS"), General Electric Company ("GE"), and National Broadcasting Company Holding, Inc. ("NBC Holding") (each a "Reporting Person" and collectively the "Reporting Persons"), with respect to the common stock, $0.01 par value per share (the "Common Stock"), of ValueVision Media, Inc. (the "Company"). Capitalized terms used herein but not defined shall have the meaning attributed to them in the Schedule 13D. Item 2. Identity and Background. ----------------------- Item 2 is supplemented as follows: As of July 11, 2005, the name, business address, present principal occupation or employment, and citizenship of each director and executive officer of GECEI, NBC, GE Capital, GECS, GE and NBC Holding, are set forth on Schedules A, B, C, D, E and F respectively, attached hereto. During the last five years, other than the SEC's Order Instituting Cease-and-Desist Proceedings, Making Findings, and Imposing a Cease-and-Desist Order Pursuant to Section 21C of the Securities Exchange Act of 1934, SEC Release No. 34-50426 (September 23, 2004) applicable to GE, none of the Reporting Persons, nor, to the best of their knowledge, any of their directors or executive officers, has been (i) convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws. This Amendment No. 8 is being filed while the Reporting Persons are in the process of verifying information required herein from their respective directors and executive officers. If the Reporting Persons obtain information concerning such individuals which would cause a material change in the disclosure contained herein, an amendment to this statement will be filed that will disclose such change. Item 4. Purpose of Transaction. ---------------------- Item 4 is supplemented as follows: As stated in Item 6 of this Amendment No. 8, GECEI entered into agreements on July 8, 2005, to sell an aggregate of 2,604,932 shares of Common Stock in private negotiated transactions. The responses of the Reporting Persons to Item 6 of this Amendment No. 8 are incorporated herein by reference. 8 Item 5. Interest in Securities of the Issuer. ------------------------------------ Because the pending sale of an aggregate of 2,604,932 shares of Common Stock by GECEI described in Items 4 and 6 of this Amendment No. 8 has not yet been consummated, the following statements in this Item 5 of Amendment No. 8 do not reflect any such reduction in beneficial ownership (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934): (a) The responses of the Reporting Persons to Rows (11) through (13) of the cover pages of this Amendment No. 8 are incorporated herein by reference. As of July 11, 2005, GECEI, GE Capital (by virtue of its ownership of all of the common stock of GECEI) and NBC may be deemed to share beneficial ownership of an aggregate of 14,013,918 shares of Common Stock composed of (i) 8,674,418 shares of outstanding Common Stock and (ii) 5,339,500 shares of Common Stock issuable upon the conversion of 5,339,500 shares of outstanding Preferred Stock. In addition, as of July 11, 2005, NBC had sole beneficial ownership of an aggregate of 7,584,977 shares of Common Stock composed of: (i) 101,509 shares of outstanding Common Stock; (ii) 1,125,000 shares of Common Stock issuable upon exercise of Distributor Warrants; (iii) 6,000,000 shares of Common Stock issuable upon exercise of Branding Warrants; (iv) 343,725 shares of Common Stock issuable upon exercise of First Performance Distributor Warrants; and (v) 14,743 shares of Common Stock issuable upon exercise of the New Performance Warrant (which excludes 22,115 shares subject to the New Performance Warrant that are not exercisable within 60 days). Accordingly, as of July 11, 2005, GECEI and GE Capital (by virtue of its ownership of all of the common stock of GECEI) beneficially owned in the aggregate 14,013,918 shares of Common Stock, and NBC beneficially owned in the aggregate 21,598,895 shares of Common Stock, representing approximately 33.1% and 43.4%, respectively, of the shares of Common stock outstanding determined in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act (based on the number of shares outstanding as of June 7, 2005, as reported in the Company's Form 10-Q for the quarterly period ended April 30, 2005 (36,992,572 shares), plus the shares issuable to the relevant Reporting Person upon conversion and/or exercise of the preferred stock and/or warrants described above). Except as disclosed in this Item 5(a), none of the Reporting Persons, nor, to the best of their knowledge, any of their directors or executive officers, beneficially owns any shares of Common Stock. (b) The responses of the Reporting Persons to (i) Rows (7) through (10) of the cover pages of this Amendment No. 8 and (ii) Item 5(a) hereof are incorporated herein by reference. GECEI and NBC have an arrangement with respect to the voting and disposition of the 5,339,500 shares of Preferred Stock issued to GECEI (and the Common Stock issuable upon the conversion thereof) and the shares of Common Stock that were issued to GECEI upon exercise of the Investment Warrant (currently representing a balance of 8,674,418 shares). Pursuant to the arrangement, GECEI and NBC have agreed to exercise jointly the power to vote and dispose of such securities and, accordingly may be deemed to share voting and dispositive power over such securities. Except as disclosed in this Item 5(b), none of the Reporting Persons, nor to the best of their knowledge, any of their directors or executive officers, presently has the power to vote or direct the vote or to dispose or direct the disposition of any of the shares of Common Stock which they may be deemed to beneficially own. 9 (c) None of the Reporting Persons, nor, to the best of their knowledge, any of their directors or executive officers, has effected any transaction in the Common Stock during the past 60 days except as described in Item 6 to this Amendment No. 8. (d) Not applicable, except see Item 6 of this Amendment No. 8. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect --------------------------------------------------------------------- to Securities of the Issuer. ---------------------------- On July 8, 2005, GECEI entered into four stock purchase and registration agreements, each dated as of July 8, 2005, pursuant to which GECEI agreed to sell an aggregate of 2,604,932 shares of Common Stock at $11 per share in private negotiated transactions to several purchasers. Pursuant to the agreements, the Company also agreed to file a registration statement with the Securities and Exchange Commission ("SEC") for the resales of such shares by the purchasers (and in so doing, the agreements incorporate certain terms of the Registration Rights Agreement, dated April 15, 1999, among GECEI, NBC and the Company). The agreements provide for the closings of GECEI's sales to occur on the earlier of (i) the second business day following the day on which such registration statement is declared effective by the SEC and (ii) September 15, 2005. The number of shares of Common Stock sold to, and the identity of, each purchaser party to its respective agreement is set forth below: Shares Sold Purchaser ----------- --------- 1,704,932 Janus Investment Fund on behalf of its series Janus Venture Fund 350,000 Caxton International Limited 200,000 Magnetar Investment Management, LLC on behalf of a managed account for which it acts as investment manager 159,600 RCG Ambrose Master Fund, Ltd. 58,800 Starboard Value and Opportunity Fund, LLC 47,600 Ramius Securities, LLC 36,400 RCG Halifax Fund, Ltd. 36,400 Ramius Master Fund, Ltd. 11,200 Parche, LLC 10 Copies of the stock purchase and registration agreements, dated as of July 8, 2005, are attached as Exhibits 21, 22, 23 and 24 hereto and hereby incorporated herein by reference. Item 7. Materials to be filed as Exhibits. --------------------------------- Exhibit 21 Stock Purchase and Registration Agreement, dated as of July 8, 2005, between GE Capital Equity Investments, Inc. and Janus Investment Fund on behalf of its series Janus Venture Fund. Exhibit 22 Stock Purchase and Registration Agreement, dated as of July 8, 2005, between GE Capital Equity Investments, Inc. and Caxton International Limited. Exhibit 23 Stock Purchase and Registration Agreement, dated as of July 8, 2005, between GE Capital Equity Investments, Inc. and Magnetar Investment Management, LLC on behalf of a managed account for which it acts as investment manager. Exhibit 24 Stock Purchase and Registration Agreement, dated as of July 8, 2005, between GE Capital Equity Investments, Inc. and RCG Ambrose Master Fund, Ltd., Starboard Value and Opportunity Fund, LLC, Ramius Securities, LLC, RCG Halifax Fund, Ltd., Ramius Master Fund, Ltd., and Parche, LLC. Exhibit 25 Power of Attorney (General Electric Capital Services, Inc.). Exhibit 26 Power of Attorney (General Electric Company). 11 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: July 12, 2005 GE CAPITAL EQUITY INVESTMENTS, INC. By: /s/ Ronald J. Herman, Jr. --------------------------------------- Name: Ronald J. Herman, Jr. Title: President NBC UNIVERSAL, INC. By: /s/ Elizabeth A. Newell --------------------------------------- Name: Elizabeth A. Newell Title: Assistant Secretary GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Ronald J. Herman, Jr. --------------------------------------- Name: Ronald J. Herman, Jr. Title: Vice President GENERAL ELECTRIC CAPITAL SERVICES, INC. By: /s/ Ronald J. Herman, Jr. --------------------------------------- Name: Ronald J. Herman, Jr. Title: Attorney-in-fact GENERAL ELECTRIC COMPANY By: /s/ Ronald J. Herman, Jr. --------------------------------------- Name: Ronald J. Herman, Jr. Title: Attorney-in-fact NATIONAL BROADCASTING COMPANY HOLDING, INC. By: /s/ Elizabeth A. Newell --------------------------------------- Name: Elizabeth A. Newell Title: Assistant Secretary 12 SCHEDULE A ---------- GE CAPITAL EQUITY INVESTMENTS, INC. DIRECTORS NAME PRESENT BUSINESS ADDRESS PRINCIPAL OCCUPATION ---- ------------------------ -------------------- Ronald J. Herman, Jr. GE Capital Equity Investments, Inc. President and Chairman of the Board, 120 Long Ridge Road GE Capital Equity Investments, Inc. Stamford, CT 06927 Citizenship: All U.S.A. GE CAPITAL EQUITY INVESTMENTS, INC. EXECUTIVE OFFICERS NAME PRESENT BUSINESS ADDRESS PRINCIPAL OCCUPATION ---- ------------------------ -------------------- Ronald J. Herman, Jr. GE Capital Equity Investments, Inc. President and Chairman of the Board, GE Capital Equity 120 Long Ridge Road Investments, Inc. Stamford, CT 06927 Jack Campo GE Capital Equity Investments, Inc. Senior Vice President, General Counsel and Secretary, 120 Long Ridge Road GE Capital Equity Investments, Inc. Stamford, CT 06927 Frank Ertl GE Capital Equity Investments, Inc. Senior Vice President, Chief Financial Officer and 120 Long Ridge Road Treasurer, GE Capital Equity Investments, Inc. Stamford, CT 06927 Citizenship: All U.S.A. SCHEDULE B ---------- NBC UNIVERSAL, INC. DIRECTORS NAME PRESENT BUSINESS ADDRESS PRINCIPAL OCCUPATION ---- ------------------------ -------------------- Jefrey R. Immelt General Electric Company Chairman of the Board and Chief Executive Officer, General 3135 Easton Turnpike Electric Company Fairfield, CT 06431 Robert C. Wright NBC Universal, Inc. Vice Chairman of the Board and Executive Officer, General 30 Rockefeller Plaza Electric Company; Chairman and Chief Executive Officer, NBC New York, NY 10112 Universal, Inc. Roy Brandon Burgess NBC Universal, Inc. Executive Vice President, Digital Media, International 30 Rockefeller Plaza Channels & Business Development, NBC Universal, Inc. New York, NY 10112 Lynn Calpeter NBC Universal, Inc. Executive Vice President and Chief Financial Officer, NBC 30 Rockefeller Plaza Universal, Inc. New York, NY 10112 Robert De Metz Vivendi Universal S.A. Executive Vice President, Mergers and Acquisitions, Vivendi 42 Avenue de Friedland Universal S.A. 75380 Paris Cedex, 08 France Dick Ebersol NBC Universal, Inc. Chairman, NBCU Sports & Olympics, NBC Universal, Inc. 30 Rockefeller Plaza New York, NY 10112 Randy A. Falco NBC Universal, Inc. President, NBCU TV Networks Group, NBC Universal, Inc. 30 Rockefeller Plaza New York, NY 10112 Jean-Rene Fourtou Vivendi Universal S.A. Chairman, Chief Executive Officer, and Director, Vivendi 42 Avenue de Friedland Universal S.A. 75380 Paris Cedex, 08 France Jay W. Ireland III NBC Universal, Inc. President, NBCU TV Stations, NBC Universal, Inc. 30 Rockefeller Plaza New York, NY 10112 Jean-Bernard Levy Vivendi Universal S.A. Chief Operating Officer, Vivendi Universal S.A. 42 Avenue de Friedland 75380 Paris Cedex, 08 France NAME PRESENT BUSINESS ADDRESS PRINCIPAL OCCUPATION ---- ------------------------ -------------------- Ron Meyer Universal Studios, Inc. President, Chief Operating Officer, and Director, Universal 100 Universal City Plaza Studios, Inc. and Vivendi Universal Entertainment LLP Universal City, CA 91608 Keith S. Sherin General Electric Company Senior Vice President--Finance and Chief Financial Officer, 3135 Easton Turnpike General Electric Company Fairfield, CT 06431 Stacey Snider Universal Pictures Division Chairman, Universal Pictures Group 100 Universal City Plaza Universal City, CA 91608 Thomas L. Williams Universal Studios Florida Chairman and Chief Executive Officer, Universal Parks & 1000 Universal Studios Plaza Resorts Group Orlando, FL 32819 Jeffrey Zucker NBC Universal, Inc. President - NBCU TV Group, NBC Universal, Inc. 30 Rockefeller Plaza New York, NY 10112 Citizenship: Robert De Metz - France Jean-Rene Fourtou - France Jean-Bernard Levy - France All others - U.S.A. NBC UNIVERSAL, INC. EXECUTIVE OFFICERS NAME PRESENT BUSINESS ADDRESS PRINCIPAL OCCUPATION ---- ------------------------ -------------------- Robert C. Wright NBC Universal, Inc. Vice Chairman of the Board and Executive Officer, General 30 Rockefeller Plaza Electric Company; Chairman and Chief Executive Officer, NBC New York, NY 10112 Universal, Inc. Lynn Calpeter NBC Universal, Inc. Executive Vice President, Chief Financial Officer and Treasurer 30 Rockefeller Plaza New York, NY 10112 Roy Brandon Burgess NBC Universal, Inc. Executive Vice President 30 Rockefeller Plaza New York, NY 10112 Richard Cotton NBC Universal, Inc. Executive Vice President 30 Rockefeller Plaza New York, NY 10112 Dick Ebersol NBC Universal, Inc. Executive Vice President 30 Rockefeller Plaza New York, NY 10112 John W. Eck NBC Universal, Inc. Executive Vice President 30 Rockefeller Plaza New York, NY 10112 Randy A. Falco NBC Universal, Inc. Executive Vice President 30 Rockefeller Plaza New York, NY 10112 Jay W. Ireland III NBC Universal, Inc. Executive Vice President 30 Rockefeller Plaza New York, NY 10112 Anna Perez NBC Universal, Inc. Executive Vice President 30 Rockefeller Plaza New York, NY 10112 Marc Saperstein NBC Universal, Inc. Executive Vice President 30 Rockefeller Plaza New York, NY 10112 Neal Shapiro NBC Universal, Inc. Executive Vice President 30 Rockefeller Plaza New York, NY 10112 NAME PRESENT BUSINESS ADDRESS PRINCIPAL OCCUPATION ---- ------------------------ -------------------- Pamela Thomas-Graham NBC Universal, Inc. Executive Vice President 30 Rockefeller Plaza New York, NY 10112 Eileen Whelley NBC Universal, Inc. Executive Vice President 30 Rockefeller Plaza New York, NY 10112 David Zaslav NBC Universal, Inc. Executive Vice President 30 Rockefeller Plaza New York, NY 10112 Jeffrey Zucker NBC Universal, Inc. Executive Vice President 30 Rockefeller Plaza New York, NY 10112 Citizenship: All U.S.A.
SCHEDULE C ---------- GENERAL ELECTRIC CAPITAL CORPORATION DIRECTORS All of the following individuals are employees of General Electric Company or one of its affiliates. All can be reached at the following address: c/o General Electric Capital Corporation, 260 Long Ridge Road, Stamford, CT 06927. NAME ---- Charles E. Alexander David L. Calhoun James A. Colica Pamela Daley Dennis D. Dammerman Brackett B. Denniston Arthur H. Harper Jeffrey R. Immelt John H. Myers Michael A. Neal David R. Nissen James A. Parke Ronald R. Pressman John M. Samuels Keith S. Sherin Robert C. Wright Citizenship: All U.S.A. GENERAL ELECTRIC CAPITAL CORPORATION EXECUTIVE OFFICERS All of the following individuals are employees of General Electric Company or one of its affiliates. All can be reached at the following address: c/o General Electric Capital Corporation, 260 Long Ridge Road, Stamford, CT 06927. NAME ---- Philip D. Ameen Kathryn A. Cassidy James A. Colica Richard D'Avino Arthur H. Harper Brian T. McAnaney Michael A. Neal David R. Nissen James A. Parke Ronald R. Pressman Citizenship: All U.S.A. SCHEDULE D ---------- GENERAL ELECTRIC CAPITAL SERVICES, INC. DIRECTORS All of the following individuals are employees of General Electric Company or one of its affiliates. All can be reached at the following address: c/o General Electric Capital Services, 260 Long Ridge Road, Stamford, CT 06927. NAME ---- Charles E. Alexander David L. Calhoun James A. Colica Pamela Daley Dennis D. Dammerman Brackett B. Denniston Arthur H. Harper Jeffrey R. Immelt John H. Myers Michael A. Neal David R. Nissen James A. Parke Ronald R. Pressman John M. Samuels Keith S. Sherin Robert C. Wright Citizenship: All U.S.A. GENERAL ELECTRIC CAPITAL SERVICES, INC. EXECUTIVE OFFICERS All of the following individuals are employees of General Electric Company or one of its affiliates. All can be reached at the following address: c/o General Electric Capital Services, 260 Long Ridge Road, Stamford, CT 06927. NAME ---- Philip D. Ameen Mark S. Barber Jeffrey Bornstein Kathryn A. Cassidy James A. Colica Richard D'Avino Arthur H. Harper Stephen F. Kluger Brian T. McAnaney Marc A. Meiches Glen A. Messina Michael A. Neal David R. Nissen James A. Parke Ronald R. Pressman Maive F. Scully Dennis R. Sweeney James Tremante Citizenship: All U.S.A. SCHEDULE E ---------- GENERAL ELECTRIC COMPANY DIRECTORS NAME PRESENT BUSINESS ADDRESS PRINCIPAL OCCUPATION ---- ------------------------ -------------------- James I. Cash, Jr. General Electric Company Retired James E. Robinson Professor of 3135 Easton Turnpike Business Administration, Harvard Graduate Fairfield, CT 06828 School of Business Administration Sir William Castell GE Healthcare Vice Chairman of the Board and Executive Pollards Wood, Nightingales Lane Officer, General Electric Company; Chairman, Chalfont St. Giles GE Healthcare HP8 4SP Great Britain Dennis D. Dammerman General Electric Company Vice Chairman of the Board and Executive 3135 Easton Turnpike Officer, General Electric Company; Chairman, Fairfield, CT 06828 General Electric Capital Services, Inc. Ann M. Fudge Young & Rubicam, Inc. Chairman and Chief Executive Officer, Young & 285 Madison Avenue Rubicam, Inc. (advertising and media services) New York, New York 10017 Claudio X. Gonzalez Kimberly-Clark de Mexico, S.A. de C.V. Chairman of the Board and Chief Executive Jose Luis Lagrange 103, Officer, Kimberly-Clark de Mexico, S.A. de C.V. Tercero Piso and Director, Kimberly-Clark Corporation Colonia Los Morales (consumer products) Mexico, D.F. 11510, Mexico Jeffrey R. Immelt General Electric Company Chairman of the Board and Chief Executive 3135 Easton Turnpike Officer, General Electric Company Fairfield, CT 06828 Andrea Jung Avon Products, Inc. Chairman of the Board and Chief Executive 1345 Avenue of the Americas Officer, Avon Products, Inc. (cosmetics) New York, New York 10105 Alan G. (A.G.) Lafley The Procter & Gamble Company Chairman of the Board, President and Chief 1 Procter & Gamble Plaza Executive, The Procter & Gamble Company Cincinnati, OH 45202-3315 (household products) Robert W. Lane Deere & Company Chairman of the Board and Chief Executive One John Deere Place Officer, Deere & Company Moline, Illinois 61265 (equipment manufacturer) NAME PRESENT BUSINESS ADDRESS PRINCIPAL OCCUPATION ---- ------------------------ -------------------- Ralph S. Larsen Johnson & Johnson Former Chairman of the Board and Chief Executive 100 Albany Street Officer, Johnson & Johnson (pharmaceutical, Suite 200 medical and consumer products) New Brunswick, NJ 08901 Rochelle B.. Lazarus Ogilvy & Mather Worldwide Chairman and Chief Executive Officer, Ogilvy & 309 West 49th Street Mather Worldwide (advertising) New York, NY 10019-7316 Sam Nunn Nuclear Threat Initiative Co-Chairman and Chief Executive Officer, 1747 Pennsylvania Avenue NW, 7th Floor Nuclear Threat Initiative Washington D.C. 20006 Roger S. Penske Penske Corporation Chairman of the Board, Penske Corporation, 2555 Telegraph Road Penske Truck Leasing Corporation, and United Bloomfield Hills, MI 48302-0954 Auto Group, Inc. (transportation and automotive services) Robert J. Swieringa S.C. Johnson Graduate School Dean and Professor of Accounting, S.C. Johnson Cornell University Graduate School of Management, Cornell 207 Sage Hall University Ithaca, NY 14853-6201 Douglas A. Warner III J.P. Morgan Chase & Co., Former Chairman of the Board, J.P. Morgan The Chase Manhattan Bank and Morgan Guaranty Chase & Co., The Chase Manhattan Bank and Morgan Trust Co. of New York Guaranty Trust Co. of New York (investment 345 Park Avenue banking) New York, NY 10154 Robert C. Wright NBC Universal, Inc. Vice Chairman of the Board and Executive 30 Rockefeller Plaza Officer, General Electric Company; Chairman New York, NY 10112 and Chief Executive Officer, NBC Universal, Inc. Citizenship: Sir William Castell - Great Britain C.X. Gonzalez - Mexico Andrea Jung - Canada All others - U.S.A. GENERAL ELECTRIC COMPANY EXECUTIVE OFFICERS NAME PRESENT BUSINESS ADDRESS PRINCIPAL OCCUPATION ---- ------------------------ -------------------- Jeffrey R. Immelt General Electric Company Chairman of the Board and Chief Executive Officer, 3135 Easton Turnpike General Electric Company Fairfield, CT 06828 Philip D. Ameen General Electric Company Vice President and Comptroller 3135 Easton Turnpike Fairfield, CT 06828 Ferdinando Beccalli-Falco General Electric Company Senior Vice President - GE International 3135 Easton Turnpike Fairfield, CT 06828 Charlene T. Begley General Electric Company President and CEO, Plastics - GE Industrial 2901 East Lake Road Erie, PA 16531 David L. Calhoun General Electric Company President and CEO - GE Infrastructure 1 Neumann Way Cincinnati, OH 05215 James P. Campbell General Electric Company Senior Vice President - GE Consumer and Industrial, Appliance Park Americas Louisville, KY 40225 William H. Cary General Electric Company Vice President - Corporate Investor Relations 3135 Easton Turnpike Fairfield, CT 06828 Kathryn A. Cassidy General Electric Company Vice President and GE Treasurer 201 High Ridge Road Stamford, CT 06905-3417 Sir William Castell GE Healthcare Vice Chairman of the Board and Executive Officer, Pollards Wood, Nightingales Lane General Electric Company; Chairman, GE Chalfont St. Giles Healthcare HP8 4SP Great Britain William J. Conaty General Electric Company Senior Vice President - Human Resources 3135 Easton Turnpike Fairfield, CT 06828 NAME PRESENT BUSINESS ADDRESS PRINCIPAL OCCUPATION ---- ------------------------ -------------------- Pamela Daley General Electric Company Vice President - Corporate Business Development 3135 Easton Turnpike Fairfield, CT 06828 Dennis D. Dammerman General Electric Company Vice Chairman of the Board and Executive Officer, 3135 Easton Turnpike General Electric Company Fairfield, CT 06828 Brackett B. Denniston General Electric Company Vice President and General Counsel 3135 Easton Turnpike Fairfield, CT 06828 Scott C. Donnelly General Electric Company President and CEO, Aircraft & Engines - GE Infrastructure One Research Circle Niskayuna, NY 12309 Shane Fitzsimons General Electric Company Vice President - Financial Planning and Analysis 3135 Easton Turnpike Fairfield, CT 06828 Yoshiaki Fujimori General Electric Company Senior Vice President - GE Consumer Finance, Asia 21 Mita 1-chome Meguro-ku 3d Floor Alto Tokyo, Japan 153-0062 Arthur H. Harper General Electric Company Senior Vice President - GE Equipment Services 120 Long Ridge Road Stamford, CT 06927 Benjamin W. Heineman, Jr. General Electric Company Senior Vice President, Law and Public Affairs 3135 Easton Turnpike Fairfield, CT 06828 Joseph M. Hogan General Electric Company President and CEO - GE Healthcare P.O. Box 414 Milwaukee, WI 53201 John Krenicki, Jr. General Electric Company President and CEO, Energy - GE Infrastructure 1 Plastics Avenue Pittsfield, MA 01201 NAME PRESENT BUSINESS ADDRESS PRINCIPAL OCCUPATION ---- ------------------------ -------------------- Michael A. Neal General Electric Company President and CEO - GE Commercial Financial Services 260 Long Ridge Road Stamford, CT 06927 David R. Nissen General Electric Company Senior Vice President - GE Consumer Finance 1600 Summer Street Stamford, CT 06905-3417 James A. Parke General Electric Company Senior Vice President, General Electric Company; 260 Long Ridge Road Chief Financial Officer, General Electric Capital Stamford, CT 06927 Corporation Ronald R. Pressman General Electric Company President and CEO, Insurance - GE Commercial Financial 5200 Metcalf Avenue Services Overland Park, KS 66201 Gary M. Reiner General Electric Company Senior Vice President and Chief Information Officer 3135 Easton Turnpike Fairfield, CT 06828 John G. Rice General Electric Company President and CEO - GE Industrial 4200 Wildwood Parkway Atlanta, GA 30339 Keith S. Sherin General Electric Company Senior Vice President - Finance and Chief Financial 3135 Easton Turnpike Officer Fairfield, CT 06828 Lloyd G. Trotter General Electric Company Senior Vice President - GE Consumer and Industrial Appliance Park Louisville, KY 40225 William A. Woodburn General Electric Company Senior Vice President, Strategy/Integration - GE Industrial 187 Danbury Road Wilton, CT 06897 Robert C. Wright NBC Universal, Inc. Vice Chairman of the Board and Executive Officer, 30 Rockefeller Plaza General Electric Company; Chairman and Chief Executive New York, NY 10112 Officer, NBC Universal, Inc. Citizenship: Ferdinando Beccalli - Italy Sir William Castell - Great Britain Shane Fitzsimons - Ireland Yoshiaki Fujimori - Japan All others - U.S.A. SCHEDULE F ---------- NATIONAL BROADCASTING COMPANY HOLDING, INC. DIRECTORS NAME PRESENT BUSINESS ADDRESS PRINCIPAL OCCUPATION ---- ------------------------ -------------------- James I. Cash, Jr. General Electric Company Retired James E. Robinson Professor of Business 3135 Easton Turnpike Administration, Harvard Graduate School of Business Fairfield, CT 06828 Sir William Castell GE Healthcare Vice Chairman of the Board and Executive Officer, Pollards Wood, Nightingales Lane General Electric Company; Chairman, GE Healthcare Chalfont St. Giles HP8 4SP Great Britain Dennis D. Dammerman General Electric Company Vice Chairman of the Board and Executive Officer, 3135 Easton Turnpike General Electric Company; Chairman, General Electric Fairfield, CT 06828 Capital Services, Inc. Ann M. Fudge Young & Rubicam, Inc. Chairman and Chief Executive Officer, Young & Rubicam, 285 Madison Avenue Inc. New York, New York 10017 Jeffrey R. Immelt General Electric Company Chairman of the Board and Chief Executive Officer, 3135 Easton Turnpike General Electric Company Fairfield, CT 06828 Andrea Jung Avon Products, Inc. Chairman of the Board and Chief Executive Officer, Avon 1345 Avenue of the Americas Products, Inc. New York, New York 10105 Alan G. (A.G.) Lafley The Procter & Gamble Company Chairman of the Board, President and Chief Executive, 1 Procter & Gamble Plaza The Procter & Gamble Company Cincinnati, OH 45202-3315 Ralph S. Larsen Johnson & Johnson Former Chairman of the Board and Chief Executive Officer, 100 Albany Street Johnson & Johnson Suite 200 New Brunswick, NJ 08901 NAME PRESENT BUSINESS ADDRESS PRINCIPAL OCCUPATION ---- ------------------------ -------------------- Rochelle B. Lazarus Ogilvy & Mather Worldwide Chairman and Chief Executive Officer, Ogilvy & Mather 309 West 49th Street Worldwide New York, NY 10019-7316 Sam Nunn Nuclear Threat Initiative Co-Chairman and Chief Executive Officer, 1747 Pennsylvania Avenue NW, 7th Floor Nuclear Threat Initiative Washington D.C. 20006 Roger S. Penske Penske Corporation Chairman of the Board, Penske Corporation 2555 Telegraph Road Bloomfield Hills, MI 48302-0954 Robert J. Swieringa S.C. Johnson Graduate School Dean and Professor of Accounting, Johnson Graduate Cornell University School of Management, Cornell University 207 Sage Hall Ithaca, NY 14853-6201 Douglas A. Warner III J.P. Morgan Chase & Co., Former Chairman of the Board, J.P. Morgan Chase & Co., The Chase Manhattan Bank and Morgan The Chase Manhattan Bank and Morgan Guaranty Trust Co. Guaranty Trust Co. of New York of New York 345 Park Avenue New York, NY 10154 Robert C. Wright NBC Universal, Inc. Vice Chairman of the Board and Executive Officer, 30 Rockefeller Plaza General Electric Company; Chairman and Chief Executive New York, NY 10112 Officer, NBC Universal, Inc. Citizenship: Sir William Castell - Great Britain Andrea Jung - Canada All others - U.S.A. NATIONAL BROADCASTING COMPANY HOLDING, INC. EXECUTIVE OFFICERS NAME PRESENT BUSINESS ADDRESS PRINCIPAL OCCUPATION ---- ------------------------ -------------------- Robert C. Wright NBC Universal, Inc. Chairman, Chief Executive Officer 30 Rockefeller Plaza New York, NY 10112 Lynn Calpeter NBC Universal, Inc. Vice President, Treasurer 30 Rockefeller Plaza New York, NY 10112 Todd Davis NBC Universal, Inc. Assistant Treasurer 30 Rockefeller Plaza New York, NY 10112 Brian O'Leary NBC Universal, Inc. Assistant Treasurer 30 Rockefeller Plaza New York, NY 10112 Benjamin W. Heineman, Jr. General Electric Company Secretary 3135 Easton Turnpike Fairfield, CT 06431 Eliza Fraser General Electric Company Assistant Secretary 3135 Easton Turnpike Fairfield, CT 06431 Elizabeth Newell NBC Universal, Inc. Assistant Secretary 30 Rockefeller Plaza New York, NY 10112 Citizenship: All - U.S.A.
EXHIBIT INDEX Exhibit No. Description - ----------- ----------- Exhibit 21 Stock Purchase and Registration Agreement, dated as of July 8, 2005, between GE Capital Equity Investments, Inc. and Janus Investment Fund on behalf of its series Janus Venture Fund. Exhibit 22 Stock Purchase and Registration Agreement, dated as of July 8, 2005, between GE Capital Equity Investments, Inc. and Caxton International Limited. Exhibit 23 Stock Purchase and Registration Agreement, dated as of July 8, 2005, between GE Capital Equity Investments, Inc. and Magnetar Investment Management, LLC on behalf of a managed account for which it acts as investment manager. Exhibit 24 Stock Purchase and Registration Agreement, dated as of July 8, 2005, between GE Capital Equity Investments, Inc. and RCG Ambrose Master Fund, Ltd., Starboard Value and Opportunity Fund, LLC, Ramius Securities, LLC, RCG Halifax Fund, Ltd., Ramius Master Fund, Ltd., and Parche, LLC. Exhibit 25 Power of Attorney (General Electric Capital Services, Inc.). Exhibit 26 Power of Attorney (General Electric Company). EX-21 2 jd7-11ex_21.txt Exhibit 21 STOCK PURCHASE AND REGISTRATION AGREEMENT THIS STOCK PURCHASE AND REGISTRATION AGREEMENT (this "Agreement") is entered into as of July 8, 2005, between GE Capital Equity Investments, Inc., a Delaware corporation ("Seller"), and Janus Investment Fund, a Massachusetts business trust, on behalf of its series Janus Venture Fund ("Purchaser"). WHEREAS, Seller is the beneficial owner of shares of common stock, par value $0.01 per share (the "Common Stock"), of ValueVision Media, Inc., a Minnesota corporation (the "Company"); and WHEREAS, Seller wishes to sell to Purchaser, and Purchaser wishes to purchase from Seller, 1,704,932 shares of Common Stock (as may be adjusted equitably to reflect any stock dividends, recapitalizations, stock splits or similar transactions, the "Shares") on the terms and subject to the conditions set forth herein. NOW, THEREFORE, the parties hereby agree as follows: ARTICLE I Sale and Purchase of Shares 1.1 Sale and Purchase of Shares. At Closing (as defined below) and on the terms set forth herein, Seller shall sell and deliver to Purchaser, and Purchaser shall purchase and accept from Seller, all right, title, and interest of Seller in and to the Shares, free and clear of all mortgages, liens, pledges, security interests, charges, restrictions, and other encumbrances ("Liens"). The closing of the purchase and sale of the Shares shall take place on the earlier of (i) the second business day following the day on which the Registration Statement (as defined in Section 4.2 below) is declared effective by the Securities and Exchange Commission (the "SEC") and (ii) September 15, 2005 (each such date referred to as the "Closing Date") at the offices of the Seller in New York City ("Closing"). 1.2 Purchase Price. At Closing, Purchaser shall pay to Seller an aggregate amount equal to $18,754,252 for the Shares (the "Purchase Price") by wire transfer of immediately available funds to a bank account designated in writing by Seller. 1.3 Deliveries. At Closing, (i) Seller shall deliver to Purchaser the certificate or certificates evidencing the Shares, together with a stock power or stock powers in the form of EXHIBIT A duly executed by Seller; and (ii) Purchaser shall deliver to Seller, the Purchase Price in accordance with Section 1.2. ARTICLE II Representations and Warranties of Seller Seller hereby represents and warrants to Purchaser as of the date hereof and as of the Closing Date as follows: 2.1 Organization. Seller is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. 2.2 Authorization. Seller has the requisite corporate power to execute and deliver this Agreement and to perform the transactions contemplated hereby to be performed by it. The execution and delivery by Seller of this Agreement and the performance by it of the transactions contemplated hereby to be performed by it have been duly authorized by all necessary corporate action on the part of Seller. This Agreement has been duly executed and delivered by the duly authorized officer of Seller and, assuming the due execution and delivery of this Agreement by Purchaser, constitutes a valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). 2.3 Consents and Approvals. Except as set forth in Article IV, and filings that may be required under Section 13(d) or Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), no consent, approval, waiver, order, or authorization of, or registration, declaration, or filing with, or notice to, any federal, state, or foreign court or governmental agency, authority, or body or any instrumentality or political subdivision thereof ("Governmental Entity") or any other person or entity is required to be obtained or made by Seller in connection with the execution and delivery of this Agreement by Seller, the performance by Seller of the transactions contemplated hereby to be performed by it, or the consummation of the transactions contemplated hereby. 2.4 No Conflicts. The execution and delivery of this Agreement does not, and neither the performance by Seller of the transactions contemplated hereby to be performed by it, nor the consummation of the transactions contemplated hereby, will, (i) conflict with the certificate of incorporation or bylaws of Seller, (ii) conflict with, result in any violation of, or constitute a default under any agreement to which Seller is a party, (iii) violate any order, judgment, decree, writ, or injunction ("Order") of any Governmental Entity applicable to Seller, or (iv) violate any domestic or foreign law, statute, rule, or regulation ("Law") applicable to Seller. 2 2.5 Title to Shares. Seller has good and valid title to the Shares. Seller is the record and beneficial owner of the Shares, free and clear of all Liens except as set forth in a Shareholder Agreement, dated April 15, 1999, among NBC Universal, Inc. the Seller and the Company (the "Shareholders Agreement") (which agreement will not bind Purchaser). The delivery by Seller to Purchaser of the certificate or certificates representing the Shares in accordance with this Agreement will vest Purchaser with good and valid title to the Shares, free and clear of all Liens. 2.6 Exempt from Registration. Based in part on the representations of Purchaser contained in Section 3.5 and 3.6 of this Agreement, the sale of the Shares hereunder is exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"). 2.7 Information. In the course of discussions relating to this Agreement and the transaction contemplated hereby, Seller has not conveyed to Purchaser any material non-public information in respect of the Company and/or the Company's business, operations, pending transactions, financial condition, results of operations, or prospects (collectively, "Non-Public Information"). ARTICLE III Representations and Warranties of Purchaser Purchaser hereby represents and warrants to Seller as of the date hereof and as of the Closing Date as follows: 3.1 Organization. Purchaser is an organization of the type referred to in the first paragraph of this Agreement and is duly organized, validly existing, and in good standing under the applicable laws of the jurisdictions specified. 3.2 Authorization. Purchaser has the requisite power to execute and deliver this Agreement and to perform the transactions contemplated hereby to be performed by it. The execution and delivery by Purchaser of this Agreement and the performance by it of the transactions contemplated hereby to be performed by it have been duly authorized by all necessary action on the part of Purchaser. This Agreement has been duly executed and delivered by a duly authorized officer of Purchaser and, assuming the due execution and delivery of this Agreement by Seller, constitutes a valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). 3.3 Consents and Approvals. No consent, approval, waiver, order, or authorization of, or registration, declaration, or filing with, or notice to, any Governmental Entity is required to be obtained or made by Purchaser in connection with the execution and delivery of this Agreement by Purchaser, the performance by Purchaser of the transactions contemplated hereby to be performed by it, or the consummation of the transactions contemplated hereby, except for any filings that may be required under Section 13 of the Exchange Act. 3 3.4 No Conflicts. The execution and delivery of this Agreement does not, and neither the performance by Purchaser of the transactions contemplated hereby to be performed by it, nor the consummation of the transactions contemplated hereby, will, (i) conflict with the organizational documents of Purchaser, (ii) conflict with, result in any violation of, or constitute a default under any agreement to which Purchaser is a party, or (iii) violate any Order of any Governmental Entity or any Law applicable to Purchaser. 3.5 Securities Law Matters. Purchaser understands and acknowledges that as of the date hereof the Shares have not been registered under the Securities Act, or the securities laws of any state or foreign jurisdiction, and, unless so registered, may not be offered, sold, transferred, or otherwise disposed of except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable securities laws of any state or foreign jurisdiction. Purchaser acknowledges that appropriate legends restricting the transfer of the Shares as aforesaid shall be placed on the stock certificates representing such Shares. Purchaser is an "accredited investor" (as defined in Rule 501(a) of Regulation D under the Securities Act). Purchaser (i) has knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of purchasing the Shares, and (ii) is able to bear the economic risk of an investment in the Shares for an indefinite period, including the risk of a complete loss of any such investment. The Shares were not offered to Purchaser in any form of general solicitation or general advertisement and Purchaser (i) is acquiring the Shares for investment for its own account, and not with a view to, or for sale in connection with, any distribution thereof, (ii) does not have any agreement or understanding, whether or not legally binding, with any other person or entity, to sell, pledge, engage in short sales or other hedging transactions, transfer, or otherwise distribute or dispose of the Shares or any interest therein; provided, however, that by making the representations herein, Purchaser does not agree to hold any of the shares for any minimum or specific term and reserves the right to offer and dispose of the Shares at any time in accordance with, or pursuant to, an effective registration statement or an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act or otherwise in compliance with applicable securities laws. Purchaser understands and acknowledges that Seller may be deemed an "affiliate" of the Company (as defined in Rule 144(a)(1) under the Securities Act). 3.6 Investigation. Purchaser believes that it has received all the information it considers necessary or appropriate for deciding whether to purchase the Shares. Purchaser further represents that it has had an opportunity to ask questions and receive answers from officers and other personnel of the Company regarding the Company, its business and financial condition. Purchaser acknowledges that (i) it is a sophisticated financial institution engaged in the business of assessing and assuming investment risks in respect of securities, including securities such as the Shares and is hereby voluntarily assuming the risks relating to the transactions contemplated hereby, (ii) it is fully satisfied with the Purchase Price it is paying hereunder to Seller for the 4 Shares, (iii) Seller may in the future enter into discussions with holders of the Company's Common Stock regarding the sale of all or a portion of its other shares of the Company's Common Stock for consideration greater or lesser than or different from the Purchase Price, and/or on terms and conditions different from the terms and conditions set forth herein, (iv) Seller is consummating this transaction with Purchaser in reliance on Purchaser's acknowledgements and representations contained in this Agreement and with Purchaser's understanding and agreement that Seller is privy to Non-Public Information that may be material to a reasonable investor, such as Purchaser, and has not been provided to Purchaser by Seller or the Company, (v) Seller is under no duty or other obligation to disclose any Non-Public Information to Purchaser, and (vi) as of the date hereof, the Company has neither publicly announced its financial results for any period after April 30, 2005 nor filed any report for such period. Purchaser hereby waives and releases to the fullest extent permitted by applicable law any claim or potential claim it has or may have against Seller, the Company or their respective officers, directors, stockholders, partners, affiliates, successors, and assigns, relating to any such person's possession of Non-Public Information. ARTICLE IV Covenants of the Company 4.1 Stock Certificate Legend. Promptly following the Closing, the Company agrees to provide Purchaser with stock certificates representing the Shares such that the appropriate legends restricting the transfer of the Shares shall not reference the Shareholders Agreement. The Company shall take all reasonable action necessary (including providing appropriate opinions of counsel to its transfer agent, if necessary) to remove such legends with respect to Shares being sold by Purchaser pursuant to the Registration Statement. 4.2 Registration Statement. The Company hereby agrees that it shall prepare and file with the SEC as soon as practicable but in no event more than 21 business days following the date hereof, a registration statement on Form S-3 (or such other form as is available for the registration of the Shares if the Company does not meet the requirements for the use of Form S-3) (the "Registration Statement"), listing Purchaser as a selling stockholder therein, to enable the resale of the Shares by Purchaser from time to time and use all commercially reasonable efforts to cause such Registration Statement to be declared effective as promptly as possible after filing and to remain continuously effective until the earlier of (1) the second anniversary of the effective date of the Registration Statement, (2) the date on which all Shares purchased by Purchaser pursuant to this Agreement have been sold thereunder or (3) the date on which the Shares can be sold by holders thereof pursuant to Rule 144(k) promulgated under the Securities Act (the "Registration Period"). Before filing the Registration Statement, or any amendment or supplement thereto, the Company shall furnish to Purchaser copies of all such documents proposed to be filed, which documents will be subject to review of Purchaser, and the Company will not file any such documents to which Purchaser shall reasonably object in writing within three (3) business days of receipt of such document. The Registration Statement shall register, pursuant to Rule 416(a) under the Securities Act, the Shares and any additional shares of Common Stock of the Company resulting from stock splits, stock dividends, or similar transactions 5 with respect to the Shares. If the Company receives notification from the SEC that the Registration Statement will be subject to no action or review from the SEC, then the Company will use its commercially reasonable efforts to cause the Registration Statement to become effective within five (5) business days after such SEC notification. In the event that, following the date hereof and prior to the end of the Registration Period, the Company does not meet the requirements for the use of Form S-3, the Company shall use such other form as is available for the registration of the Shares and shall convert such other form into Form S-3, or file a replacement registration statement on Form S-3, promptly after the first date on which it meets such requirements. The covenants of the Company pursuant to this Section 4 shall survive the Closing. 4.3 Registration Procedures and Indemnification. The Company and Purchaser hereby agree that (i) the registration procedures relating and applicable to the Registration Statement shall be governed by Sections 5(b) through Section 5(q), the last two paragraphs of Section 5, and Section 6 of the Registration Rights Agreement, dated April 15, 1999 (the "Registration Rights Agreement"), by and among the Company, NBC Universal, Inc. and Seller, which sections are hereby incorporated herein by reference, provided that: (A) to the extent of any inconsistency between this Agreement and the Registration Rights Agreement, this Agreement shall control and (B) the aggregate number of days to which Purchaser shall be subject to Black-Out (as defined in the Registration Rights Agreement) shall not exceed ninety (90) days during any period of 12 consecutive months, and (ii) the Company will indemnify Purchaser and Purchaser will indemnify the Company for matters relating to, or arising out of, the Registration Statement as set forth in the Registration Rights Agreement and that the mutual indemnification obligations of the Company and Purchaser relating to, or arising out of, the Registration Statement shall be governed by Section 7 of the Registration Rights Agreement, which section is hereby incorporated herein by reference, except with regard to the limitation on the Company's liability included in Section 7(a) based on a Holder's failure to deliver a prospectus, which shall be incorporated by reference herein, only to the extent such Holder is subject to prospectus delivery requirement under applicable securities laws. For purposes of this Section 4.3, the term "Holder" (as defined in the Registration Rights Agreement) shall be deemed to refer to Purchaser, the term "Registrable Securities" (as defined in the Registration Rights Agreement) shall be deemed to refer to the Shares and the term "Registration Statement" shall be deemed to refer to the Registration Statement (as defined in Section 4.2 hereof) to be filed pursuant to the provisions of this Agreement. 4.4 Information. In the course of discussions relating to this Agreement and the transactions contemplated hereby, the Company has not conveyed and will not convey to Purchaser any Non-Public Information. 4.5 Reports Under the Exchange Act. With a view to making available to Purchaser the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit Purchaser to sell securities of the Company to the public without registration, the Company agrees to use its commercially reasonable efforts to: 6 (a) make available and keep current public information, within the meaning of Rule 144, at all times at which it is subject to the reporting requirement of the Exchange Act. (b) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act. ARTICLE V Securities Laws Compliance Purchaser shall not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any Common Stock of the Company, nor will Purchaser engage in, or permit any party on behalf of Purchaser or for the benefit of Purchaser to engage in, any short sale or other hedging transaction that results, or may result, in a disposition of any of the Shares by Purchaser, except pursuant to an effective registration statement under the Securities Act or an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable securities laws of any state or foreign jurisdiction or otherwise in compliance with applicable securities laws. ARTICLE VI Miscellaneous 6.1 Binding Effect. Except as otherwise expressly provided herein, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. 6.2 Counterparts. This Agreement may be executed in multiple counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. 6.3 Entire Agreement: Survival; Indemnity. This Agreement (including the Exhibits attached hereto) constitutes the entire agreement of the parties hereto in respect of the subject matter hereof, and supersedes all prior agreements or understandings between the parties hereto in respect of the subject matter hereof. The representations and warranties of the parties will survive the Closing. Seller and Purchaser will each indemnify the other against any loss, liability or expense arising out of any material breach of any of its representations and warranties in this Agreement, provided that total liability under this indemnity will not exceed the Purchase Price. A party intending to make a claim under this indemnity will provide the other party with prompt notice of its claim and, to the extent possible, the opportunity to defend and dispose of the claim. 6.4 Expenses. Except as otherwise expressly provided in this Agreement, each of Seller and Purchaser shall bear all of the expenses (including fees and disbursements of its counsel) incurred by or on behalf of it in connection with the preparation, negotiation, execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby. 7 6.5 Further Assurances. Each party hereto shall execute and deliver all such further and additional instruments and agreements and shall take such further and additional actions, as may be reasonably requested by the other party in order to evidence or carry out the provisions of this Agreement or to consummate the transactions contemplated hereby. 6.6 Governing Law. This Agreement shall be enforced, governed, and construed in all respects in accordance with the laws of the State of New York applicable to contracts made and performed in such State. 6.7 Jurisdiction; Venue. Any action, suit, or proceeding seeking to enforce any provision of, or based on any matter arising out of or relating to, this Agreement or the transactions contemplated hereby can be brought exclusively in federal court sitting in the Southern District of New York or, if such court does not have jurisdiction, any district court sitting in the Borough of Manhattan, the County of New York, New York, and each of the parties hereto hereby consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such action, suit, or proceeding and irrevocably waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of the venue of any such action, suit, or proceeding in any such court or that any such action, suit, or proceeding that is brought in any such court has been brought in an inconvenient forum. 6.8 Notices. Any notice, request, demand, or other communication required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given if sent by hand delivery, mail (first class, certified mail, postage prepaid), facsimile, or overnight courier if to any party hereto, at the address or facsimile number set forth below such party's name on the signature pages hereto or to such other address or facsimile number as such party shall have last designated by notice to the other parties hereto in accordance with this Section. Notices sent by hand delivery shall be deemed to have been given when received or delivery is refused; notices mailed in accordance with this Section shall be deemed to have been given three days after the date so mailed; notices sent by facsimile shall be deemed to have been given when electronically confirmed; and notices sent by overnight courier shall be deemed to have been given on the next business day after the date so sent. 6.9 Severability. If any provision of this Agreement or the application of such provision to any person or circumstance shall be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable under the applicable law of any jurisdiction, (i) the remainder of this Agreement or the application of such provision to other persons or circumstances or in other jurisdictions shall not be affected thereby, and (ii) such invalid, illegal, or unenforceable provision shall not affect the validity or enforceability of any other provision of this Agreement. 6.10 No Third-Party Beneficiaries. Nothing express or implied in this Agreement, is intended or shall be construed to confer upon or give any person other than the parties hereto and their respective successors and permitted assigns any right, benefit, or remedy under or by reason of this Agreement. 8 6.11 WAIVER OF TRIAL BY JURY. TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, EACH PARTY HERETO, HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT, OR PROCEEDING, DIRECTLY OR INDIRECTLY, AT ANY TIME ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. 6.12 Independent Nature of Obligations. The obligations of Purchaser under this Agreement or any document ancillary hereto (collectively, the "Transaction Documents") are several and not joint with the obligations of any other purchaser of Seller's Common Stock, and Purchaser shall not be responsible in any way for the performance of the obligations of any other purchaser under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by Purchaser or any other purchaser of Seller's Common Stock pursuant hereto or thereto, shall be deemed to constitute the Purchaser and such other purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that Purchaser and such other purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. Purchaser confirms that it has independently participated in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Purchaser shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Transaction Documents, and it shall not be necessary for any other purchaser to be joined as an additional party in any proceeding for such purpose. * * * * * [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] 9 IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written. SELLER: GE CAPITAL EQUITY INVESTMENTS, INC. By: /s/ Ronald J. Herman, Jr. ------------------------------------ Name: Ronald J. Herman, Jr. Title: President Address: 120 Long Ridge Road Stamford, CT 06927 Facsimile No.: (203) 357-6527 Attention: General Counsel 10 PURCHASER: Janus Investment Fund on behalf of its series Janus Venture Fund By: /s/ William Bales ------------------------------------ Name: William Bales Title: Portfolio Manager Address: 151 Detroit Street Denver, CO 80206 Facsimile No.: (303) 394-7714 Attention: William Bales Kelly Hagg 11 We hereby (i) consent to the transactions contemplated by this Agreement and agree in consideration of the benefits that will accrue to the Company by virtue of such transactions, to the provisions of Article IV of this Agreement, and (ii) confirm that Purchaser shall not become a party to, or be bound by the provisions of the Shareholders Agreement by virtue of acquiring the Shares pursuant to this Agreement. VALUEVISION MEDIA, INC. By: /s/ Nathan Fagre -------------------------------- Name: Nathan Fagre Title: Senior Vice President and General Counsel 12 EXHIBIT A STOCK POWER FOR VALUE RECEIVED, GE Capital Equity Investments, Inc., a Delaware corporation, does hereby sell, assign, and transfer to Janus Investment Fund on behalf of its series Janus Venture Fund, an aggregate of 1,704,932 shares of Common Stock, par value $0.01 per share (the "Shares"), of ValueVision Media, Inc., a Minnesota corporation (the "Company"), standing in its name on the books of the Company, represented by Certificate No. ___ herewith, and does hereby irrevocably constitute and appoint __________________ attorney to transfer the Shares on the books of the Company with full power of substitution in the premises. Dated: ____________, 2005 GE CAPITAL EQUITY INVESTMENTS, INC. By:_____________________________________ Name: Title: EX-22 3 jd7-11ex_22.txt Exhibit 22 STOCK PURCHASE AND REGISTRATION AGREEMENT THIS STOCK PURCHASE AND REGISTRATION AGREEMENT (this "Agreement") is entered into as of July 8, 2005, between GE Capital Equity Investments, Inc., a Delaware corporation ("Seller"), and Caxton International Limited, a British Virgin Island corporation ("Purchaser"). WHEREAS, Seller is the beneficial owner of shares of common stock, par value $0.01 per share (the "Common Stock"), of ValueVision Media, Inc., a Minnesota corporation (the "Company"); and WHEREAS, Seller wishes to sell to Purchaser, and Purchaser wishes to purchase from Seller, 350,000 shares of Common Stock (as may be adjusted equitably to reflect any stock dividends, recapitalizations, stock splits or similar transactions, the "Shares") on the terms and subject to the conditions set forth herein. NOW, THEREFORE, the parties hereby agree as follows: ARTICLE I Sale and Purchase of Shares 1.1 Sale and Purchase of Shares. At Closing (as defined below) and on the terms set forth herein, Seller shall sell and deliver to Purchaser, and Purchaser shall purchase and accept from Seller, all right, title, and interest of Seller in and to the Shares, free and clear of all mortgages, liens, pledges, security interests, charges, restrictions, and other encumbrances ("Liens"). The closing of the purchase and sale of the Shares shall take place on the earlier of (i) the second business day following the day on which the Registration Statement (as defined in Section 4.2 below) is declared effective by the Securities and Exchange Commission (the "SEC") and (ii) September 15, 2005 (each such date referred to as the "Closing Date") at the offices of the Seller in New York City ("Closing"). 1.2 Purchase Price. At Closing, Purchaser shall pay to Seller an aggregate amount equal to $3,850,000 for the Shares (the "Purchase Price") by wire transfer of immediately available funds to a bank account designated in writing by Seller. 1.3 Deliveries. At Closing, (i) Seller shall deliver to Purchaser the certificate or certificates evidencing the Shares, together with a stock power or stock powers in the form of EXHIBIT A duly executed by Seller; and (ii) Purchaser shall deliver to Seller, the Purchase Price in accordance with Section 1.2. ARTICLE II Representations and Warranties of Seller Seller hereby represents and warrants to Purchaser as of the date hereof and as of the Closing Date as follows: 2.1 Organization. Seller is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. 2.2 Authorization. Seller has the requisite corporate power to execute and deliver this Agreement and to perform the transactions contemplated hereby to be performed by it. The execution and delivery by Seller of this Agreement and the performance by it of the transactions contemplated hereby to be performed by it have been duly authorized by all necessary corporate action on the part of Seller. This Agreement has been duly executed and delivered by the duly authorized officer of Seller and, assuming the due execution and delivery of this Agreement by Purchaser, constitutes a valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). 2.3 Consents and Approvals. Except as set forth in Article IV, and filings that may be required under Section 13(d) or Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), no consent, approval, waiver, order, or authorization of, or registration, declaration, or filing with, or notice to, any federal, state, or foreign court or governmental agency, authority, or body or any instrumentality or political subdivision thereof ("Governmental Entity") or any other person or entity is required to be obtained or made by Seller in connection with the execution and delivery of this Agreement by Seller, the performance by Seller of the transactions contemplated hereby to be performed by it, or the consummation of the transactions contemplated hereby. 2.4 No Conflicts. The execution and delivery of this Agreement does not, and neither the performance by Seller of the transactions contemplated hereby to be performed by it, nor the consummation of the transactions contemplated hereby, will, (i) conflict with the certificate of incorporation or bylaws of Seller, (ii) conflict with, result in any violation of, or constitute a default under any agreement to which Seller is a party, (iii) violate any order, judgment, decree, writ, or injunction ("Order") of any Governmental Entity applicable to Seller, or (iv) violate any domestic or foreign law, statute, rule, or regulation ("Law") applicable to Seller. 2.5 Title to Shares. Seller has good and valid title to the Shares. Seller is the record and beneficial owner of the Shares, free and clear of all Liens except as set forth in a Shareholder Agreement, dated April 15, 1999, among NBC Universal, Inc. the Seller and the Company (the "Shareholders Agreement") (which agreement will not bind Purchaser). The delivery by Seller to Purchaser of the certificate or certificates representing the Shares in accordance with this Agreement will vest Purchaser with good and valid title to the Shares, free and clear of all Liens. 2 2.6 Exempt from Registration. Based in part on the representations of Purchaser contained in Section 3.5 and 3.6 of this Agreement, the sale of the Shares hereunder is exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"). 2.7 Information. In the course of discussions relating to this Agreement and the transaction contemplated hereby, Seller has not conveyed to Purchaser any material non-public information in respect of the Company and/or the Company's business, operations, pending transactions, financial condition, results of operations, or prospects (collectively, "Non-Public Information"). ARTICLE III Representations and Warranties of Purchaser Purchaser hereby represents and warrants to Seller as of the date hereof and as of the Closing Date as follows: 3.1 Organization. Purchaser is an organization of the type referred to in the first paragraph of this Agreement and is duly organized, validly existing, and in good standing under the applicable laws of the jurisdictions specified. 3.2 Authorization. Purchaser has the requisite power to execute and deliver this Agreement and to perform the transactions contemplated hereby to be performed by it. The execution and delivery by Purchaser of this Agreement and the performance by it of the transactions contemplated hereby to be performed by it have been duly authorized by all necessary action on the part of Purchaser. This Agreement has been duly executed and delivered by a duly authorized officer of Purchaser and, assuming the due execution and delivery of this Agreement by Seller, constitutes a valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). 3.3 Consents and Approvals. No consent, approval, waiver, order, or authorization of, or registration, declaration, or filing with, or notice to, any Governmental Entity is required to be obtained or made by Purchaser in connection with the execution and delivery of this Agreement by Purchaser, the performance by Purchaser of the transactions contemplated hereby to be performed by it, or the consummation of the transactions contemplated hereby, except for any filings that may be required under Section 13 of the Exchange Act. 3 3.4 No Conflicts. The execution and delivery of this Agreement does not, and neither the performance by Purchaser of the transactions contemplated hereby to be performed by it, nor the consummation of the transactions contemplated hereby, will, (i) conflict with the organizational documents of Purchaser, (ii) conflict with, result in any violation of, or constitute a default under any agreement to which Purchaser is a party, or (iii) violate any Order of any Governmental Entity or any Law applicable to Purchaser. 3.5 Securities Law Matters. Purchaser understands and acknowledges that as of the date hereof the Shares have not been registered under the Securities Act, or the securities laws of any state or foreign jurisdiction, and, unless so registered, may not be offered, sold, transferred, or otherwise disposed of except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable securities laws of any state or foreign jurisdiction. Purchaser acknowledges that appropriate legends restricting the transfer of the Shares as aforesaid shall be placed on the stock certificates representing such Shares. Purchaser is an "accredited investor" (as defined in Rule 501(a) of Regulation D under the Securities Act). Purchaser (i) has knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of purchasing the Shares, and (ii) is able to bear the economic risk of an investment in the Shares for an indefinite period, including the risk of a complete loss of any such investment. The Shares were not offered to Purchaser in any form of general solicitation or general advertisement and Purchaser (i) is acquiring the Shares for investment for its own account, and not with a view to, or for sale in connection with, any distribution thereof, (ii) does not have any agreement or understanding, whether or not legally binding, with any other person or entity, to sell, pledge, engage in short sales or other hedging transactions, transfer, or otherwise distribute or dispose of the Shares or any interest therein; provided, however, that by making the representations herein, Purchaser does not agree to hold any of the shares for any minimum or specific term and reserves the right to offer and dispose of the Shares at any time in accordance with, or pursuant to, an effective registration statement or an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act or otherwise in compliance with applicable securities laws. Purchaser understands and acknowledges that Seller may be deemed an "affiliate" of the Company (as defined in Rule 144(a)(1) under the Securities Act). 3.6 Investigation. Purchaser believes that it has received all the information it considers necessary or appropriate for deciding whether to purchase the Shares. Purchaser further represents that it has had an opportunity to ask questions and receive answers from officers and other personnel of the Company regarding the Company, its business and financial condition. Purchaser acknowledges that (i) it is a sophisticated financial institution engaged in the business of assessing and assuming investment risks in respect of securities, including securities such as the Shares and is hereby voluntarily assuming the risks relating to the transactions contemplated hereby, (ii) it is fully satisfied with the Purchase Price it is paying hereunder to Seller for the Shares, (iii) Seller may in the future enter into discussions with holders of 4 the Company's Common Stock regarding the sale of all or a portion of its other shares of the Company's Common Stock for consideration greater or lesser than or different from the Purchase Price, and/or on terms and conditions different from the terms and conditions set forth herein, (iv) Seller is consummating this transaction with Purchaser in reliance on Purchaser's acknowledgements and representations contained in this Agreement and with Purchaser's understanding and agreement that Seller is privy to Non-Public Information that may be material to a reasonable investor, such as Purchaser, and has not been provided to Purchaser by Seller or the Company, (v) Seller is under no duty or other obligation to disclose any Non-Public Information to Purchaser, and (vi) as of the date hereof, the Company has neither publicly announced its financial results for any period after April 30, 2005 nor filed any report for such period. Purchaser hereby waives and releases to the fullest extent permitted by applicable law any claim or potential claim it has or may have against Seller, the Company or their respective officers, directors, stockholders, partners, affiliates, successors, and assigns, relating to any such person's possession of Non-Public Information. ARTICLE IV Covenants of the Company 4.1 Stock Certificate Legend. Promptly following the Closing, the Company agrees to provide Purchaser with stock certificates representing the Shares such that the appropriate legends restricting the transfer of the Shares shall not reference the Shareholders Agreement. The Company shall take all reasonable action necessary (including providing appropriate opinions of counsel to its transfer agent, if necessary) to remove such legends with respect to Shares being sold by Purchaser pursuant to the Registration Statement. 4.2 Registration Statement. The Company hereby agrees that it shall prepare and file with the SEC as soon as practicable but in no event more than 21 business days following the date hereof, a registration statement on Form S-3 (or such other form as is available for the registration of the Shares if the Company does not meet the requirements for the use of Form S-3) (the "Registration Statement"), listing Purchaser as a selling stockholder therein, to enable the resale of the Shares by Purchaser from time to time and use all commercially reasonable efforts to cause such Registration Statement to be declared effective as promptly as possible after filing and to remain continuously effective until the earlier of (1) the second anniversary of the effective date of the Registration Statement, (2) the date on which all Shares purchased by Purchaser pursuant to this Agreement have been sold thereunder or (3) the date on which the Shares can be sold by holders thereof pursuant to Rule 144(k) promulgated under the Securities Act (the "Registration Period"). Before filing the Registration Statement, or any amendment or supplement thereto, the Company shall furnish to Purchaser copies of all such documents proposed to be filed, which documents will be subject to review of Purchaser, and the Company will not file any such documents to which Purchaser shall reasonably object in writing within three (3) business days of receipt of such document. The Registration Statement shall register, pursuant to Rule 416(a) under the Securities Act, the Shares and any additional shares of Common Stock of the Company resulting from stock splits, stock dividends, or similar transactions 5 with respect to the Shares. If the Company receives notification from the SEC that the Registration Statement will be subject to no action or review from the SEC, then the Company will use its commercially reasonable efforts to cause the Registration Statement to become effective within five (5) business days after such SEC notification. In the event that, following the date hereof and prior to the end of the Registration Period, the Company does not meet the requirements for the use of Form S-3, the Company shall use such other form as is available for the registration of the Shares and shall convert such other form into Form S-3, or file a replacement registration statement on Form S-3, promptly after the first date on which it meets such requirements. The covenants of the Company pursuant to this Section 4 shall survive the Closing. 4.3 Registration Procedures and Indemnification. The Company and Purchaser hereby agree that (i) the registration procedures relating and applicable to the Registration Statement shall be governed by Sections 5(b) through Section 5(q), the last two paragraphs of Section 5, and Section 6 of the Registration Rights Agreement, dated April 15, 1999 (the "Registration Rights Agreement"), by and among the Company, NBC Universal, Inc. and Seller, which sections are hereby incorporated herein by reference, provided that: (A) to the extent of any inconsistency between this Agreement and the Registration Rights Agreement, this Agreement shall control and (B) the aggregate number of days to which Purchaser shall be subject to Black-Out (as defined in the Registration Rights Agreement) shall not exceed ninety (90) days during any period of 12 consecutive months, and (ii) the Company will indemnify Purchaser and Purchaser will indemnify the Company for matters relating to, or arising out of, the Registration Statement as set forth in the Registration Rights Agreement and that the mutual indemnification obligations of the Company and Purchaser relating to, or arising out of, the Registration Statement shall be governed by Section 7 of the Registration Rights Agreement, which section is hereby incorporated herein by reference, except with regard to the limitation on the Company's liability included in Section 7(a) based on a Holder's failure to deliver a prospectus, which shall be incorporated by reference herein, only to the extent such Holder is subject to prospectus delivery requirement under applicable securities laws. For purposes of this Section 4.3, the term "Holder" (as defined in the Registration Rights Agreement) shall be deemed to refer to Purchaser, the term "Registrable Securities" (as defined in the Registration Rights Agreement) shall be deemed to refer to the Shares and the term "Registration Statement" shall be deemed to refer to the Registration Statement (as defined in Section 4.2 hereof) to be filed pursuant to the provisions of this Agreement. 4.4 Information. In the course of discussions relating to this Agreement and the transactions contemplated hereby, the Company has not conveyed and will not convey to Purchaser any Non-Public Information. 4.5 Reports Under the Exchange Act. With a view to making available to Purchaser the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit Purchaser to sell securities of the Company to the public without registration, the Company agrees to use its commercially reasonable efforts to: 6 (a) make available and keep current public information, within the meaning of Rule 144, at all times at which it is subject to the reporting requirement of the Exchange Act. (b) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act. ARTICLE V Securities Laws Compliance Purchaser shall not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any Common Stock of the Company, nor will Purchaser engage in, or permit any party on behalf of Purchaser or for the benefit of Purchaser to engage in, any short sale or other hedging transaction that results, or may result, in a disposition of any of the Shares by Purchaser, except pursuant to an effective registration statement under the Securities Act or an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable securities laws of any state or foreign jurisdiction or otherwise in compliance with applicable securities laws. ARTICLE VI Miscellaneous 6.1 Binding Effect. Except as otherwise expressly provided herein, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. 6.2 Counterparts. This Agreement may be executed in multiple counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. 6.3 Entire Agreement: Survival; Indemnity. This Agreement (including the Exhibits attached hereto) constitutes the entire agreement of the parties hereto in respect of the subject matter hereof, and supersedes all prior agreements or understandings between the parties hereto in respect of the subject matter hereof. The representations and warranties of the parties will survive the Closing. Seller and Purchaser will each indemnify the other against any loss, liability or expense arising out of any material breach of any of its representations and warranties in this Agreement, provided that total liability under this indemnity will not exceed the Purchase Price. A party intending to make a claim under this indemnity will provide the other party with prompt notice of its claim and, to the extent possible, the opportunity to defend and dispose of the claim. 6.4 Expenses. Except as otherwise expressly provided in this Agreement, each of Seller and Purchaser shall bear all of the expenses (including fees and disbursements of its counsel) incurred by or on behalf of it in connection with the preparation, negotiation, execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby. 7 6.5 Further Assurances. Each party hereto shall execute and deliver all such further and additional instruments and agreements and shall take such further and additional actions, as may be reasonably requested by the other party in order to evidence or carry out the provisions of this Agreement or to consummate the transactions contemplated hereby. 6.6 Governing Law. This Agreement shall be enforced, governed, and construed in all respects in accordance with the laws of the State of New York applicable to contracts made and performed in such State. 6.7 Jurisdiction; Venue. Any action, suit, or proceeding seeking to enforce any provision of, or based on any matter arising out of or relating to, this Agreement or the transactions contemplated hereby can be brought exclusively in federal court sitting in the Southern District of New York or, if such court does not have jurisdiction, any district court sitting in the Borough of Manhattan, the County of New York, New York, and each of the parties hereto hereby consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such action, suit, or proceeding and irrevocably waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of the venue of any such action, suit, or proceeding in any such court or that any such action, suit, or proceeding that is brought in any such court has been brought in an inconvenient forum. 6.8 Notices. Any notice, request, demand, or other communication required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given if sent by hand delivery, mail (first class, certified mail, postage prepaid), facsimile, or overnight courier if to any party hereto, at the address or facsimile number set forth below such party's name on the signature pages hereto or to such other address or facsimile number as such party shall have last designated by notice to the other parties hereto in accordance with this Section. Notices sent by hand delivery shall be deemed to have been given when received or delivery is refused; notices mailed in accordance with this Section shall be deemed to have been given three days after the date so mailed; notices sent by facsimile shall be deemed to have been given when electronically confirmed; and notices sent by overnight courier shall be deemed to have been given on the next business day after the date so sent. 6.9 Severability. If any provision of this Agreement or the application of such provision to any person or circumstance shall be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable under the applicable law of any jurisdiction, (i) the remainder of this Agreement or the application of such provision to other persons or circumstances or in other jurisdictions shall not be affected thereby, and (ii) such invalid, illegal, or unenforceable provision shall not affect the validity or enforceability of any other provision of this Agreement. 6.10 No Third-Party Beneficiaries. Nothing express or implied in this Agreement, is intended or shall be construed to confer upon or give any person other than the parties hereto and their respective successors and permitted assigns any right, benefit, or remedy under or by reason of this Agreement. 8 6.11 WAIVER OF TRIAL BY JURY. TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, EACH PARTY HERETO, HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT, OR PROCEEDING, DIRECTLY OR INDIRECTLY, AT ANY TIME ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. 6.12 Independent Nature of Obligations. The obligations of Purchaser under this Agreement or any document ancillary hereto (collectively, the "Transaction Documents") are several and not joint with the obligations of any other purchaser of Seller's Common Stock, and Purchaser shall not be responsible in any way for the performance of the obligations of any other purchaser under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by Purchaser or any other purchaser of Seller's Common Stock pursuant hereto or thereto, shall be deemed to constitute the Purchaser and such other purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that Purchaser and such other purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. Purchaser confirms that it has independently participated in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Purchaser shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Transaction Documents, and it shall not be necessary for any other purchaser to be joined as an additional party in any proceeding for such purpose. * * * * * [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] 9 IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written. SELLER: GE CAPITAL EQUITY INVESTMENTS, INC. By: /s/ Ronald J. Herman, Jr. -------------------------------- Name: Ronald J. Herman, Jr. Title: President Address: 120 Long Ridge Road Stamford, CT 06927 Facsimile No.: (203) 357-6527 Attention: General Counsel PURCHASER: Caxton International Limited By: /s/ Joeseph Kelly -------------------------------- Name: Joeseph Kelly Title: VP & Treasurer By: /s/ Maxwell Quin -------------------------------- Name: Maxwell Quin Title: VP & Secretary Address: c/o Prime Management Limited Mechanics Building, 12 Church Street Hamilton HM11 Bermuda Facsimile No.: (441) 295-1908 Attention: Joseph Kelly 11 We hereby (i) consent to the transactions contemplated by this Agreement and agree in consideration of the benefits that will accrue to the Company by virtue of such transactions, to the provisions of Article IV of this Agreement, and (ii) confirm that Purchaser shall not become a party to, or be bound by the provisions of the Shareholders Agreement by virtue of acquiring the Shares pursuant to this Agreement. VALUEVISION MEDIA, INC. By: /s/ Nathan Fagre -------------------------- Name: Nathan Fagre Title: Senior Vice President and General Counsel 12 EXHIBIT A STOCK POWER FOR VALUE RECEIVED, GE Capital Equity Investments, Inc., a Delaware corporation, does hereby sell, assign, and transfer to Caxton International Limited, an aggregate of 350,000 shares of Common Stock, par value $0.01 per share (the "Shares"), of ValueVision Media, Inc., a Minnesota corporation (the "Company"), standing in its name on the books of the Company, represented by Certificate No. ___ herewith, and does hereby irrevocably constitute and appoint __________________ attorney to transfer the Shares on the books of the Company with full power of substitution in the premises. Dated: ____________, 2005 GE CAPITAL EQUITY INVESTMENTS, INC. By: ________________________________________ Name: Title: EX-23 4 jd7-11ex_23.txt Exhibit 23 STOCK PURCHASE AND REGISTRATION AGREEMENT THIS STOCK PURCHASE AND REGISTRATION AGREEMENT (this "Agreement") is entered into as of July 8, 2005, between GE Capital Equity Investments, Inc., a Delaware corporation ("Seller"), and Magnetar Investment Management, LLC, a Delaware limited liability company, on behalf of a managed account for which it acts as investment manager ("Purchaser"). WHEREAS, Seller is the beneficial owner of shares of common stock, par value $0.01 per share (the "Common Stock"), of ValueVision Media, Inc., a Minnesota corporation (the "Company"); and WHEREAS, Seller wishes to sell to Purchaser, and Purchaser wishes to purchase from Seller, 200,000 shares of Common Stock (as may be adjusted equitably to reflect any stock dividends, recapitalizations, stock splits or similar transactions, the "Shares") on the terms and subject to the conditions set forth herein. NOW, THEREFORE, the parties hereby agree as follows: ARTICLE I Sale and Purchase of Shares 1.1 Sale and Purchase of Shares. At Closing (as defined below) and on the terms set forth herein, Seller shall sell and deliver to Purchaser, and Purchaser shall purchase and accept from Seller, all right, title, and interest of Seller in and to the Shares, free and clear of all mortgages, liens, pledges, security interests, charges, restrictions, and other encumbrances ("Liens"). The closing of the purchase and sale of the Shares shall take place on the earlier of (i) the second business day following the day on which the Registration Statement (as defined in Section 4.2 below) is declared effective by the Securities and Exchange Commission (the "SEC") and (ii) September 15, 2005 (each such date referred to as the "Closing Date") at the offices of the Seller in New York City ("Closing"). 1.2 Purchase Price. At Closing, Purchaser shall pay to Seller an aggregate amount equal to $2,200,000 for the Shares (the "Purchase Price") by wire transfer of immediately available funds to a bank account designated in writing by Seller. 1.3 Deliveries. At Closing, (i) Seller shall deliver to Purchaser the certificate or certificates evidencing the Shares, together with a stock power or stock powers in the form of EXHIBIT A duly executed by Seller; and (ii) Purchaser shall deliver to Seller, the Purchase Price in accordance with Section 1.2. ARTICLE II Representations and Warranties of Seller Seller hereby represents and warrants to Purchaser as of the date hereof and as of the Closing Date as follows: 2.1 Organization. Seller is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. 2.2 Authorization. Seller has the requisite corporate power to execute and deliver this Agreement and to perform the transactions contemplated hereby to be performed by it. The execution and delivery by Seller of this Agreement and the performance by it of the transactions contemplated hereby to be performed by it have been duly authorized by all necessary corporate action on the part of Seller. This Agreement has been duly executed and delivered by the duly authorized officer of Seller and, assuming the due execution and delivery of this Agreement by Purchaser, constitutes a valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). 2.3 Consents and Approvals. Except as set forth in Article IV, and filings that may be required under Section 13(d) or Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), no consent, approval, waiver, order, or authorization of, or registration, declaration, or filing with, or notice to, any federal, state, or foreign court or governmental agency, authority, or body or any instrumentality or political subdivision thereof ("Governmental Entity") or any other person or entity is required to be obtained or made by Seller in connection with the execution and delivery of this Agreement by Seller, the performance by Seller of the transactions contemplated hereby to be performed by it, or the consummation of the transactions contemplated hereby. 2.4 No Conflicts. The execution and delivery of this Agreement does not, and neither the performance by Seller of the transactions contemplated hereby to be performed by it, nor the consummation of the transactions contemplated hereby, will, (i) conflict with the certificate of incorporation or bylaws of Seller, (ii) conflict with, result in any violation of, or constitute a default under any agreement to which Seller is a party, (iii) violate any order, judgment, decree, writ, or injunction ("Order") of any Governmental Entity applicable to Seller, or (iv) violate any domestic or foreign law, statute, rule, or regulation ("Law") applicable to Seller. 2 2.5 Title to Shares. Seller has good and valid title to the Shares. Seller is the record and beneficial owner of the Shares, free and clear of all Liens except as set forth in a Shareholder Agreement, dated April 15, 1999, among NBC Universal, Inc. the Seller and the Company (the "Shareholders Agreement") (which agreement will not bind Purchaser). The delivery by Seller to Purchaser of the certificate or certificates representing the Shares in accordance with this Agreement will vest Purchaser with good and valid title to the Shares, free and clear of all Liens. 2.6 Exempt from Registration. Based in part on the representations of Purchaser contained in Section 3.5 and 3.6 of this Agreement, the sale of the Shares hereunder is exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"). 2.7 Information. In the course of discussions relating to this Agreement and the transaction contemplated hereby, Seller has not conveyed to Purchaser any material non-public information in respect of the Company and/or the Company's business, operations, pending transactions, financial condition, results of operations, or prospects (collectively, "Non-Public Information"). ARTICLE III Representations and Warranties of Purchaser Purchaser hereby represents and warrants to Seller as of the date hereof and as of the Closing Date as follows: 3.1 Organization. Purchaser is an organization of the type referred to in the first paragraph of this Agreement and is duly organized, validly existing, and in good standing under the applicable laws of the jurisdictions specified. 3.2 Authorization. Purchaser has the requisite power to execute and deliver this Agreement and to perform the transactions contemplated hereby to be performed by it. The execution and delivery by Purchaser of this Agreement and the performance by it of the transactions contemplated hereby to be performed by it have been duly authorized by all necessary action on the part of Purchaser. This Agreement has been duly executed and delivered by a duly authorized officer of Purchaser and, assuming the due execution and delivery of this Agreement by Seller, constitutes a valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). 3.3 Consents and Approvals. No consent, approval, waiver, order, or authorization of, or registration, declaration, or filing with, or notice to, any Governmental Entity is required to be obtained or made by Purchaser in connection with the execution and delivery of this Agreement by Purchaser, the performance by Purchaser of the transactions contemplated hereby to be performed by it, or the consummation of the transactions contemplated hereby, except for any filings that may be required under Section 13 of the Exchange Act. 3 3.4 No Conflicts. The execution and delivery of this Agreement does not, and neither the performance by Purchaser of the transactions contemplated hereby to be performed by it, nor the consummation of the transactions contemplated hereby, will, (i) conflict with the Certificate of Formation or Operating Agreement of Purchaser, (ii) conflict with, result in any violation of, or constitute a default under any agreement to which Purchaser is a party, or (iii) violate any Order of any Governmental Entity or any Law applicable to Purchaser. 3.5 Securities Law Matters. Purchaser understands and acknowledges that as of the date hereof the Shares have not been registered under the Securities Act, or the securities laws of any state or foreign jurisdiction, and, unless so registered, may not be offered, sold, transferred, or otherwise disposed of except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable securities laws of any state or foreign jurisdiction. Purchaser acknowledges that appropriate legends restricting the transfer of the Shares as aforesaid shall be placed on the stock certificates representing such Shares. Purchaser is an "accredited investor" (as defined in Rule 501(a) of Regulation D under the Securities Act). Purchaser (i) has knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of purchasing the Shares, and (ii) is able to bear the economic risk of an investment in the Shares for an indefinite period, including the risk of a complete loss of any such investment. The Shares were not offered to Purchaser in any form of general solicitation or general advertisement and Purchaser (i) is acquiring the Shares for investment for an account of an "accredited investor" for which it acts as an investment manager, and not with a view to, or for sale in connection with, any distribution thereof, (ii) does not have any agreement or understanding, whether or not legally binding, with any other person or entity, to sell, pledge, engage in short sales or other hedging transactions, transfer, or otherwise distribute or dispose of the Shares or any interest therein; provided, however, that by making the representations herein, Purchaser does not agree to hold any of the shares for any minimum or specific term and reserves the right to offer and dispose of the Shares at any time in accordance with, or pursuant to, an effective registration statement or an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act or otherwise in compliance with applicable securities laws. Purchaser understands and acknowledges that Seller may be deemed an "affiliate" of the Company (as defined in Rule 144(a)(1) under the Securities Act). 3.6 Investigation. Purchaser believes that it has received all the information it considers necessary or appropriate for deciding whether to purchase the Shares. Purchaser further represents that it has had an opportunity to ask questions and receive answers from officers and other personnel of the Company regarding the Company, its business and financial condition. Purchaser acknowledges that (i) it is a sophisticated financial institution engaged in the business of assessing and assuming investment risks in respect of securities, including securities such as the Shares and is hereby voluntarily assuming the risks relating to the transactions contemplated hereby, (ii) it is fully 4 satisfied with the Purchase Price it is paying hereunder to Seller for the Shares, (iii) Seller may in the future enter into discussions with holders of the Company's Common Stock regarding the sale of all or a portion of its other shares of the Company's Common Stock for consideration greater or lesser than or different from the Purchase Price, and/or on terms and conditions different from the terms and conditions set forth herein, (iv) Seller is consummating this transaction with Purchaser in reliance on Purchaser's acknowledgements and representations contained in this Agreement and with Purchaser's understanding and agreement that Seller is privy to Non-Public Information that may be material to a reasonable investor, such as Purchaser, and has not been provided to Purchaser by Seller or the Company, (v) Seller is under no duty or other obligation to disclose any Non-Public Information to Purchaser, and (vi) as of the date hereof, the Company has neither publicly announced its financial results for any period after April 30, 2005 nor filed any report for such period. Purchaser hereby waives and releases to the fullest extent permitted by applicable law any claim or potential claim it has or may have against Seller, the Company or their respective officers, directors, stockholders, partners, affiliates, successors, and assigns, relating to any such person's possession of Non-Public Information. ARTICLE IV Covenants of the Company 4.1 Stock Certificate Legend. Promptly following the Closing, the Company agrees to provide Purchaser with stock certificates representing the Shares such that the appropriate legends restricting the transfer of the Shares shall not reference the Shareholders Agreement. The Company shall take all reasonable action necessary (including providing appropriate opinions of counsel to its transfer agent, if necessary) to remove such legends with respect to Shares being sold by Purchaser pursuant to the Registration Statement. 4.2 Registration Statement. The Company hereby agrees that it shall prepare and file with the SEC as soon as practicable but in no event more than 21 business days following the date hereof, a registration statement on Form S-3 (or such other form as is available for the registration of the Shares if the Company does not meet the requirements for the use of Form S-3) (the "Registration Statement"), listing Purchaser as a selling stockholder therein, to enable the resale of the Shares by Purchaser from time to time and use all commercially reasonable efforts to cause such Registration Statement to be declared effective as promptly as possible after filing and to remain continuously effective until the earlier of (1) the second anniversary of the effective date of the Registration Statement, (2) the date on which all Shares purchased by Purchaser pursuant to this Agreement have been sold thereunder or (3) the date on which the Shares can be sold by holders thereof pursuant to Rule 144(k) promulgated under the Securities Act (the "Registration Period"). Before filing the Registration Statement, or any amendment or supplement thereto, the Company shall furnish to Purchaser copies of all such documents proposed to be filed, which documents will be subject to review of Purchaser, and the Company will not file any such documents to which Purchaser shall reasonably object in writing within three (3) business days of receipt of such document. The Registration Statement shall register, pursuant to Rule 416(a) under the 5 Securities Act, the Shares and any additional shares of Common Stock of the Company resulting from stock splits, stock dividends, or similar transactions with respect to the Shares. If the Company receives notification from the SEC that the Registration Statement will be subject to no action or review from the SEC, then the Company will use its commercially reasonable efforts to cause the Registration Statement to become effective within five (5) business days after such SEC notification. In the event that, following the date hereof and prior to the end of the Registration Period, the Company does not meet the requirements for the use of Form S-3, the Company shall use such other form as is available for the registration of the Shares and shall convert such other form into Form S-3, or file a replacement registration statement on Form S-3, promptly after the first date on which it meets such requirements. The covenants of the Company pursuant to this Section 4 shall survive the Closing. 4.3 Registration Procedures and Indemnification. The Company and Purchaser hereby agree that (i) the registration procedures relating and applicable to the Registration Statement shall be governed by Sections 5(b) through Section 5(q), the last two paragraphs of Section 5, and Section 6 of the Registration Rights Agreement, dated April 15, 1999 (the "Registration Rights Agreement"), by and among the Company, NBC Universal, Inc. and Seller, which sections are hereby incorporated herein by reference, provided that: (A) to the extent of any inconsistency between this Agreement and the Registration Rights Agreement, this Agreement shall control and (B) the aggregate number of days to which Purchaser shall be subject to Black-Out (as defined in the Registration Rights Agreement) shall not exceed ninety (90) days during any period of 12 consecutive months, and (ii) the Company will indemnify Purchaser and Purchaser will indemnify the Company for matters relating to, or arising out of, the Registration Statement as set forth in the Registration Rights Agreement and that the mutual indemnification obligations of the Company and Purchaser relating to, or arising out of, the Registration Statement shall be governed by Section 7 of the Registration Rights Agreement, which section is hereby incorporated herein by reference, except with regard to the limitation on the Company's liability included in Section 7(a) based on a Holder's failure to deliver a prospectus, which shall be incorporated by reference herein, only to the extent such Holder is subject to prospectus delivery requirement under applicable securities laws. For purposes of this Section 4.3, the term "Holder" (as defined in the Registration Rights Agreement) shall be deemed to refer to Purchaser, the term "Registrable Securities" (as defined in the Registration Rights Agreement) shall be deemed to refer to the Shares and the term "Registration Statement" shall be deemed to refer to the Registration Statement (as defined in Section 4.2 hereof) to be filed pursuant to the provisions of this Agreement. 4.4 Information. In the course of discussions relating to this Agreement and the transactions contemplated hereby, the Company has not conveyed and will not convey to Purchaser any Non-Public Information. 4.5 Reports Under the Exchange Act. With a view to making available to Purchaser the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit Purchaser to sell securities of the Company to the public without registration, the Company agrees to use its commercially reasonable efforts to: 6 (a) make available and keep current public information, within the meaning of Rule 144, at all times at which it is subject to the reporting requirement of the Exchange Act. (b) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act. ARTICLE V Securities Laws Compliance Purchaser shall not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any Common Stock of the Company, nor will Purchaser engage in, or permit any party on behalf of Purchaser or for the benefit of Purchaser to engage in, any short sale or other hedging transaction that results, or may result, in a disposition of any of the Shares by Purchaser, except pursuant to an effective registration statement under the Securities Act or an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable securities laws of any state or foreign jurisdiction or otherwise in compliance with applicable securities laws. ARTICLE VI Miscellaneous 6.1 Binding Effect. Except as otherwise expressly provided herein, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. 6.2 Counterparts. This Agreement may be executed in multiple counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. 6.3 Entire Agreement: Survival; Indemnity. This Agreement (including the Exhibits attached hereto) constitutes the entire agreement of the parties hereto in respect of the subject matter hereof, and supersedes all prior agreements or understandings between the parties hereto in respect of the subject matter hereof. The representations and warranties of the parties will survive the Closing. Seller and Purchaser will each indemnify the other against any loss, liability or expense arising out of any material breach of any of its representations and warranties in this Agreement, provided that total liability under this indemnity will not exceed the Purchase Price. A party intending to make a claim under this indemnity will provide the other party with prompt notice of its claim and, to the extent possible, the opportunity to defend and dispose of the claim. 6.4 Expenses. Except as otherwise expressly provided in this Agreement, each of Seller and Purchaser shall bear all of the expenses (including fees and disbursements of its counsel) incurred by or on behalf of it in connection with the preparation, negotiation, execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby. 7 6.5 Further Assurances. Each party hereto shall execute and deliver all such further and additional instruments and agreements and shall take such further and additional actions, as may be reasonably requested by the other party in order to evidence or carry out the provisions of this Agreement or to consummate the transactions contemplated hereby. 6.6 Governing Law. This Agreement shall be enforced, governed, and construed in all respects in accordance with the laws of the State of New York applicable to contracts made and performed in such State. 6.7 Jurisdiction; Venue. Any action, suit, or proceeding seeking to enforce any provision of, or based on any matter arising out of or relating to, this Agreement or the transactions contemplated hereby can be brought exclusively in federal court sitting in the Southern District of New York or, if such court does not have jurisdiction, any district court sitting in the Borough of Manhattan, the County of New York, New York, and each of the parties hereto hereby consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such action, suit, or proceeding and irrevocably waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of the venue of any such action, suit, or proceeding in any such court or that any such action, suit, or proceeding that is brought in any such court has been brought in an inconvenient forum. 6.8 Notices. Any notice, request, demand, or other communication required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given if sent by hand delivery, mail (first class, certified mail, postage prepaid), facsimile, or overnight courier if to any party hereto, at the address or facsimile number set forth below such party's name on the signature pages hereto or to such other address or facsimile number as such party shall have last designated by notice to the other parties hereto in accordance with this Section. Notices sent by hand delivery shall be deemed to have been given when received or delivery is refused; notices mailed in accordance with this Section shall be deemed to have been given three days after the date so mailed; notices sent by facsimile shall be deemed to have been given when electronically confirmed; and notices sent by overnight courier shall be deemed to have been given on the next business day after the date so sent. 6.9 Severability. If any provision of this Agreement or the application of such provision to any person or circumstance shall be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable under the applicable law of any jurisdiction, (i) the remainder of this Agreement or the application of such provision to other persons or circumstances or in other jurisdictions shall not be affected thereby, and (ii) such invalid, illegal, or unenforceable provision shall not affect the validity or enforceability of any other provision of this Agreement. 8 6.10 No Third-Party Beneficiaries. Nothing express or implied in this Agreement, is intended or shall be construed to confer upon or give any person other than the parties hereto and their respective successors and permitted assigns any right, benefit, or remedy under or by reason of this Agreement. 6.11 WAIVER OF TRIAL BY JURY. TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, EACH PARTY HERETO, HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT, OR PROCEEDING, DIRECTLY OR INDIRECTLY, AT ANY TIME ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. 6.12 Independent Nature of Obligations. The obligations of Purchaser under this Agreement or any document ancillary hereto (collectively, the "Transaction Documents") are several and not joint with the obligations of any other purchaser of Seller's Common Stock, and Purchaser shall not be responsible in any way for the performance of the obligations of any other purchaser under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by Purchaser or any other purchaser of Seller's Common Stock pursuant hereto or thereto, shall be deemed to constitute the Purchaser and such other purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that Purchaser and such other purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. Purchaser confirms that it has independently participated in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Purchaser shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Transaction Documents, and it shall not be necessary for any other purchaser to be joined as an additional party in any proceeding for such purpose. * * * * * [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] 9 IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written. SELLER: GE CAPITAL EQUITY INVESTMENTS, INC. By: /s/ Ronald J. Herman, Jr. ---------------------------------------- Name: Ronald J. Herman, Jr. Title: President Address: 120 Long Ridge Road Stamford, CT 06927 Facsimile No.: (203) 357-6527 Attention: General Counsel 10 PURCHASER: Magnetar Investment Management, LLC By: /s/ Michael P. Balkin --------------------------------------- Name: Michel P. Balkin Title: Chief Investment Officer Address: 1603 Orrington Avenue, Suite 990 Evanston, IL 60201 Facsimile No.: (847) 869-2064 Attention: Michael Balkin, Chief Investment Officer 11 We hereby (i) consent to the transactions contemplated by this Agreement and agree in consideration of the benefits that will accrue to the Company by virtue of such transactions, to the provisions of Article IV of this Agreement, and (ii) confirm that Purchaser shall not become a party to, or be bound by the provisions of the Shareholders Agreement by virtue of acquiring the Shares pursuant to this Agreement. VALUEVISION MEDIA, INC. By: /s/ Nathan Fagre ----------------------------------- Name: Nathan Fagre Title: Senior Vice President and General Counsel 12 EXHIBIT A STOCK POWER FOR VALUE RECEIVED, GE Capital Equity Investments, Inc., a Delaware corporation, does hereby sell, assign, and transfer to Magnetar Investment Management, LLC, an aggregate of 200,000 shares of Common Stock, par value $0.01 per share (the "Shares"), of ValueVision Media, Inc., a Minnesota corporation (the "Company"), standing in its name on the books of the Company, represented by Certificate No. ___ herewith, and does hereby irrevocably constitute and appoint __________________ attorney to transfer the Shares on the books of the Company with full power of substitution in the premises. Dated: ____________, 2005 GE CAPITAL EQUITY INVESTMENTS, INC. By:_____________________________________ Name: Title: EX-24 5 jd7-11ex_24.txt Exhibit 24 STOCK PURCHASE AND REGISTRATION AGREEMENT THIS STOCK PURCHASE AND REGISTRATION AGREEMENT (this "Agreement") is entered into as of July 8, 2005, between GE Capital Equity Investments, Inc., a Delaware corporation ("Seller"), and the purchasers listed on Schedule 1 hereto (each, a "Purchaser" and collectively, the "Purchasers"). WHEREAS, Seller is the beneficial owner of shares of common stock, par value $0.01 per share (the "Common Stock"), of ValueVision Media, Inc., a Minnesota corporation (the "Company"); and WHEREAS, Seller wishes to sell to each Purchaser, and each Purchaser wishes to purchase from Seller, the number of shares of Common Stock set forth opposite the name of such Purchaser on Schedule 1 hereto (as may be adjusted equitably to reflect any stock dividends, recapitalizations, stock splits or similar transactions, the "Shares") on the terms and subject to the conditions set forth herein. NOW, THEREFORE, the parties hereby agree as follows: ARTICLE I Sale and Purchase of Shares 1.1 Sale and Purchase of Shares. At Closing (as defined below) and on the terms set forth herein, Seller shall sell and deliver to each Purchaser, and each Purchaser shall purchase and accept from Seller, all right, title, and interest of Seller in and to the Shares, free and clear of all mortgages, liens, pledges, security interests, charges, restrictions, and other encumbrances ("Liens"). The closing of the purchase and sale of the Shares shall take place on the earlier of (i) the second business day following the day on which the Registration Statement (as defined in Section 4.2 below) is declared effective by the Securities and Exchange Commission (the "SEC") and (ii) September 15, 2005 (each such date referred to as the "Closing Date") at the offices of the Seller in New York City ("Closing"). 1.2 Purchase Price. At Closing, each Purchaser shall pay to Seller for the Shares the aggregate amount set forth opposite the name of such Purchaser on Schedule 1 hereto (the "Purchase Price") by wire transfer of immediately available funds to a bank account designated in writing by Seller. 1.3 Deliveries. At Closing, (i) Seller shall deliver to each Purchaser the certificate or certificates evidencing the Shares, together with a stock power or stock powers in the form of EXHIBIT A duly executed by Seller; and (ii) each Purchaser shall deliver to Seller, the Purchase Price in accordance with Section 1.2. ARTICLE II Representations and Warranties of Seller Seller hereby represents and warrants to the Purchasers as of the date hereof and as of the Closing Date as follows: 2.1 Organization. Seller is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. 2.2 Authorization. Seller has the requisite corporate power to execute and deliver this Agreement and to perform the transactions contemplated hereby to be performed by it. The execution and delivery by Seller of this Agreement and the performance by it of the transactions contemplated hereby to be performed by it have been duly authorized by all necessary corporate action on the part of Seller. This Agreement has been duly executed and delivered by the duly authorized officer of Seller and, assuming the due execution and delivery of this Agreement by each Purchaser, constitutes a valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). 2.3 Consents and Approvals. Except as set forth in Article IV, and filings that may be required under Section 13(d) or Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), no consent, approval, waiver, order, or authorization of, or registration, declaration, or filing with, or notice to, any federal, state, or foreign court or governmental agency, authority, or body or any instrumentality or political subdivision thereof ("Governmental Entity") or any other person or entity is required to be obtained or made by Seller in connection with the execution and delivery of this Agreement by Seller, the performance by Seller of the transactions contemplated hereby to be performed by it, or the consummation of the transactions contemplated hereby. 2.4 No Conflicts. The execution and delivery of this Agreement does not, and neither the performance by Seller of the transactions contemplated hereby to be performed by it, nor the consummation of the transactions contemplated hereby, will, (i) conflict with the certificate of incorporation or bylaws of Seller, (ii) conflict with, result in any violation of, or constitute a default under any agreement to which Seller is a party, (iii) violate any order, judgment, decree, writ, or injunction ("Order") of any Governmental Entity applicable to Seller, or (iv) violate any domestic or foreign law, statute, rule, or regulation ("Law") applicable to Seller. 2.5 Title to Shares. Seller has good and valid title to the Shares. Seller is the record and beneficial owner of the Shares, free and clear of all Liens except as set forth in a Shareholder Agreement, dated April 15, 1999, among NBC Universal, Inc. the Seller and the Company (the "Shareholders Agreement") (which agreement will not bind the Purchasers). The delivery by Seller to the Purchasers of the certificate or certificates representing the Shares in accordance with this Agreement will vest each Purchaser with good and valid title to the Shares, free and clear of all Liens. 2.6 Exempt from Registration. Based in part on the representations of the Purchasers contained in Section 3.5 and 3.6 of this Agreement, the sale of the Shares hereunder is exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"). 2.7 Information. In the course of discussions relating to this Agreement and the transaction contemplated hereby, Seller has not conveyed to the Purchasers any material non-public information in respect of the Company and/or the Company's business, operations, pending transactions, financial condition, results of operations, or prospects (collectively, "Non-Public Information"). ARTICLE III Representations and Warranties of the Purchasers Each Purchaser hereby severally represents and warrants to Seller as of the date hereof and as of the Closing Date as follows: 3.1 Organization. Such Purchaser is an organization of the type referred to in Schedule 1 of this Agreement and is duly organized, validly existing, and in good standing under the applicable laws of the jurisdictions specified. 3.2 Authorization. Such Purchaser has the requisite power to execute and deliver this Agreement and to perform the transactions contemplated hereby to be performed by it. The execution and delivery by such Purchaser of this Agreement and the performance by it of the transactions contemplated hereby to be performed by it have been duly authorized by all necessary action on the part of such Purchaser. This Agreement has been duly executed and delivered by a duly authorized officer of such Purchaser and, assuming the due execution and delivery of this Agreement by Seller, constitutes a valid and binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). 3.3 Consents and Approvals. No consent, approval, waiver, order, or authorization of, or registration, declaration, or filing with, or notice to, any Governmental Entity is required to be obtained or made by such Purchaser in connection with the execution and delivery of this Agreement by such Purchaser, the performance by such Purchaser of the transactions contemplated hereby to be performed by it, or the consummation of the transactions contemplated hereby, except for any filings that may be required under Section 13 of the Exchange Act. 3 3.4 No Conflicts. The execution and delivery of this Agreement does not, and neither the performance by such Purchaser of the transactions contemplated hereby to be performed by it, nor the consummation of the transactions contemplated hereby, will, (i) conflict with the organizational documents of such Purchaser, (ii) conflict with, result in any violation of, or constitute a default under any agreement to which such Purchaser is a party, or (iii) violate any Order of any Governmental Entity or any Law applicable to such Purchaser. 3.5 Securities Law Matters. Such Purchaser understands and acknowledges that as of the date hereof the Shares have not been registered under the Securities Act, or the securities laws of any state or foreign jurisdiction, and, unless so registered, may not be offered, sold, transferred, or otherwise disposed of except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable securities laws of any state or foreign jurisdiction. Such Purchaser acknowledges that appropriate legends restricting the transfer of the Shares as aforesaid shall be placed on the stock certificates representing such Shares. Such Purchaser is an "accredited investor" (as defined in Rule 501(a) of Regulation D under the Securities Act). Such Purchaser (i) has knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of purchasing the Shares, and (ii) is able to bear the economic risk of an investment in the Shares for an indefinite period, including the risk of a complete loss of any such investment. The Shares were not offered to such Purchaser in any form of general solicitation or general advertisement and such Purchaser (i) is acquiring the Shares for investment for its own account, and not with a view to, or for sale in connection with, any distribution thereof, (ii) does not have any agreement or understanding, whether or not legally binding, with any other person or entity, to sell, pledge, engage in short sales or other hedging transactions, transfer, or otherwise distribute or dispose of the Shares or any interest therein; provided, however, that by making the representations herein, such Purchaser does not agree to hold any of the Shares for any minimum or specific term and reserves the right to offer and dispose of the Shares at any time in accordance with, or pursuant to, an effective registration statement or an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act or otherwise in compliance with applicable securities laws. Such Purchaser understands and acknowledges that Seller may be deemed an "affiliate" of the Company (as defined in Rule 144(a)(1) under the Securities Act). 3.6 Investigation. Such Purchaser believes that it has received all the information it considers necessary or appropriate for deciding whether to purchase the Shares. Such Purchaser further represents that it has had an opportunity to ask questions and receive answers from officers and other personnel of the Company regarding the Company, its business and financial condition. Such Purchaser acknowledges that (i) it is a sophisticated financial institution engaged in the business of assessing and assuming investment risks in respect of securities, including securities such as the Shares and is hereby voluntarily assuming the risks relating to the transactions contemplated hereby, (ii) it is fully satisfied with the Purchase Price it is paying hereunder to 4 Seller for the Shares, (iii) Seller may in the future enter into discussions with holders of the Company's Common Stock regarding the sale of all or a portion of its other shares of the Company's Common Stock for consideration greater or lesser than or different from the Purchase Price, and/or on terms and conditions different from the terms and conditions set forth herein, (iv) Seller is consummating this transaction with such Purchaser in reliance on such Purchaser's acknowledgements and representations contained in this Agreement and with such Purchaser's understanding and agreement that Seller is privy to Non-Public Information that may be material to a reasonable investor, such as such Purchaser, and has not been provided to such Purchaser by Seller or the Company, (v) Seller is under no duty or other obligation to disclose any Non-Public Information to such Purchaser, and (vi) as of the date hereof, the Company has neither publicly announced its financial results for any period after April 30, 2005 nor filed any report for such period. Each Purchaser hereby waives and releases to the fullest extent permitted by applicable law any claim or potential claim it has or may have against Seller, the Company or their respective officers, directors, stockholders, partners, affiliates, successors, and assigns, relating to any such person's possession of Non-Public Information. ARTICLE IV Covenants of the Company 4.1 Stock Certificate Legend. Promptly following the Closing, the Company agrees to provide each Purchaser with stock certificates representing the Shares such that the appropriate legends restricting the transfer of the Shares shall not reference the Shareholders Agreement. The Company shall take all reasonable action necessary (including providing appropriate opinions of counsel to its transfer agent, if necessary) to remove such legends with respect to Shares being sold by the Purchasers pursuant to the Registration Statement. 4.2 Registration Statement. The Company hereby agrees that it shall prepare and file with the SEC as soon as practicable but in no event more than 21 business days following the date hereof, a registration statement on Form S-3 (or such other form as is available for the registration of the Shares if the Company does not meet the requirements for the use of Form S-3) (the "Registration Statement"), listing each Purchaser as a selling stockholder therein, to enable the resale of the Shares by such Purchaser from time to time and use all commercially reasonable efforts to cause such Registration Statement to be declared effective as promptly as possible after filing and to remain continuously effective until the earlier of (1) the second anniversary of the effective date of the Registration Statement, (2) the date on which all Shares purchased by the Purchasers pursuant to this Agreement have been sold thereunder or (3) the date on which the Shares can be sold by holders thereof pursuant to Rule 144(k) promulgated under the Securities Act (the "Registration Period"). Before filing the Registration Statement, or any amendment or supplement thereto, the Company shall furnish to the Purchasers copies of all such documents proposed to be filed, which documents will be subject to review of the Purchasers, and the Company will not file any such documents to which the Purchasers shall reasonably object in writing within three (3) business days of receipt of such document. The Registration Statement shall register, pursuant to Rule 416(a) under the Securities Act, the Shares and any additional shares of 5 Common Stock of the Company resulting from stock splits, stock dividends, or similar transactions with respect to the Shares. If the Company receives notification from the SEC that the Registration Statement will be subject to no action or review from the SEC, then the Company will use its commercially reasonable efforts to cause the Registration Statement to become effective within five (5) business days after such SEC notification. In the event that, following the date hereof and prior to the end of the Registration Period, the Company does not meet the requirements for the use of Form S-3, the Company shall use such other form as is available for the registration of the Shares and shall convert such other form into Form S-3, or file a replacement registration statement on Form S-3, promptly after the first date on which it meets such requirements. The covenants of the Company pursuant to this Section 4 shall survive the Closing. 4.3 Registration Procedures and Indemnification. The Company and the Purchasers hereby agree that (i) the registration procedures relating and applicable to the Registration Statement shall be governed by Sections 5(b) through Section 5(q), the last two paragraphs of Section 5, and Section 6 of the Registration Rights Agreement, dated April 15, 1999 (the "Registration Rights Agreement"), by and among the Company, NBC Universal, Inc. and Seller, which sections are hereby incorporated herein by reference, provided that: (A) to the extent of any inconsistency between this Agreement and the Registration Rights Agreement, this Agreement shall control and (B) the aggregate number of days to which the Purchasers shall be subject to Black-Out (as defined in the Registration Rights Agreement) shall not exceed ninety (90) days during any period of 12 consecutive months, and (ii) the Company will indemnify the Purchasers and the Purchasers will severally indemnify the Company for matters relating to, or arising out of, the Registration Statement as set forth in the Registration Rights Agreement and that the mutual indemnification obligations of the Company and the Purchasers relating to, or arising out of, the Registration Statement shall be governed by Section 7 of the Registration Rights Agreement, which section is hereby incorporated herein by reference, except with regard to the limitation on the Company's liability included in Section 7(a) based on a Holder's failure to deliver a prospectus, which shall be incorporated by reference herein, only to the extent such Holder is subject to prospectus delivery requirement under applicable securities laws. For purposes of this Section 4.3, the term "Holder" (as defined in the Registration Rights Agreement) shall be deemed to refer to any Purchaser, the term "Registrable Securities" (as defined in the Registration Rights Agreement) shall be deemed to refer to the Shares and the term "Registration Statement" shall be deemed to refer to the Registration Statement (as defined in Section 4.2 hereof) to be filed pursuant to the provisions of this Agreement. 4.4 Information. In the course of discussions relating to this Agreement and the transactions contemplated hereby, the Company has not conveyed and will not convey to the Purchasers any Non-Public Information. 4.5 Reports Under the Exchange Act. With a view to making available to the Purchasers the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit the Purchasers to sell securities of the Company to the public without registration, the Company agrees to use its commercially reasonable efforts to: 6 (a) make available and keep current public information, within the meaning of Rule 144, at all times at which it is subject to the reporting requirement of the Exchange Act. (b) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act. ARTICLE V Securities Laws Compliance No Purchaser shall, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any Common Stock of the Company, nor shall any Purchaser engage in, or permit any party on behalf of such Purchaser or for the benefit of such Purchaser to engage in, any short sale or other hedging transaction that results, or may result, in a disposition of any of the Shares by such Purchaser, except pursuant to an effective registration statement under the Securities Act or an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable securities laws of any state or foreign jurisdiction or otherwise in compliance with applicable securities laws. ARTICLE VI Miscellaneous 6.1 Binding Effect. Except as otherwise expressly provided herein, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. 6.2 Counterparts. This Agreement may be executed in multiple counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. 6.3 Entire Agreement: Survival; Indemnity. This Agreement (including the Exhibits attached hereto) constitutes the entire agreement of the parties hereto in respect of the subject matter hereof, and supersedes all prior agreements or understandings between the parties hereto in respect of the subject matter hereof. The representations and warranties of the parties will survive the Closing. Seller and each Purchaser severally will each indemnify the other against any loss, liability or expense arising out of any material breach of any of its representations and warranties in this Agreement, provided that total liability under this indemnity will not exceed the Purchase Price. A party intending to make a claim under this indemnity will provide the other party with prompt notice of its claim and, to the extent possible, the opportunity to defend and dispose of the claim. 6.4 Expenses. Except as otherwise expressly provided in this Agreement, Seller and each Purchaser shall bear all of the expenses (including fees and disbursements of its counsel) incurred by or on its behalf in connection with the preparation, negotiation, execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby. 7 6.5 Further Assurances. Each party hereto shall execute and deliver all such further and additional instruments and agreements and shall take such further and additional actions, as may be reasonably requested by the other party in order to evidence or carry out the provisions of this Agreement or to consummate the transactions contemplated hereby. 6.6 Governing Law. This Agreement shall be enforced, governed, and construed in all respects in accordance with the laws of the State of New York applicable to contracts made and performed in such State. 6.7 Jurisdiction; Venue. Any action, suit, or proceeding seeking to enforce any provision of, or based on any matter arising out of or relating to, this Agreement or the transactions contemplated hereby can be brought exclusively in federal court sitting in the Southern District of New York or, if such court does not have jurisdiction, any district court sitting in the Borough of Manhattan, the County of New York, New York, and each of the parties hereto hereby consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such action, suit, or proceeding and irrevocably waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of the venue of any such action, suit, or proceeding in any such court or that any such action, suit, or proceeding that is brought in any such court has been brought in an inconvenient forum. 6.8 Notices. Any notice, request, demand, or other communication required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given if sent by hand delivery, mail (first class, certified mail, postage prepaid), facsimile, or overnight courier if to any party hereto, at the address or facsimile number set forth below such party's name on the signature pages hereto or to such other address or facsimile number as such party shall have last designated by notice to the other parties hereto in accordance with this Section. Notices sent by hand delivery shall be deemed to have been given when received or delivery is refused; notices mailed in accordance with this Section shall be deemed to have been given three days after the date so mailed; notices sent by facsimile shall be deemed to have been given when electronically confirmed; and notices sent by overnight courier shall be deemed to have been given on the next business day after the date so sent. 6.9 Severability. If any provision of this Agreement or the application of such provision to any person or circumstance shall be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable under the applicable law of any jurisdiction, (i) the remainder of this Agreement or the application of such provision to other persons or circumstances or in other jurisdictions shall not be affected thereby, and (ii) such invalid, illegal, or unenforceable provision shall not affect the validity or enforceability of any other provision of this Agreement. 8 6.10 No Third-Party Beneficiaries. Nothing express or implied in this Agreement, is intended or shall be construed to confer upon or give any person other than the parties hereto and their respective successors and permitted assigns any right, benefit, or remedy under or by reason of this Agreement. 6.11 WAIVER OF TRIAL BY JURY. TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, EACH PARTY HERETO, HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT, OR PROCEEDING, DIRECTLY OR INDIRECTLY, AT ANY TIME ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. 6.12 Independent Nature of Obligations. The obligations of the Purchasers under this Agreement or any document ancillary hereto (collectively, the "Transaction Documents") are several and not joint with the obligations of any other purchaser of Seller's Common Stock, and the Purchasers shall not be responsible in any way for the performance of the obligations of any other purchaser under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by the Purchasers or any other purchaser of Seller's Common Stock pursuant hereto or thereto, shall be deemed to constitute the Purchasers and such other purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers and such other purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. The Purchasers confirm that they have independently participated in the negotiation of the transaction contemplated hereby with the advice of their own counsel and advisors. The Purchasers shall be entitled to independently protect and enforce their rights, including, without limitation, the rights arising out of this Agreement or out of any other Transaction Documents, and it shall not be necessary for any other purchaser to be joined as an additional party in any proceeding for such purpose. * * * * * [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] 9 IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written. SELLER: GE CAPITAL EQUITY INVESTMENTS, INC. By: /s/ Ronald J. Herman, Jr. ------------------------------------ Name: Ronald J. Herman, Jr. Title: President Address: 120 Long Ridge Road Stamford, CT 06927 Facsimile No.: (203) 357-6527 Attention: General Counsel 10 PURCHASERS: RCG AMBROSE MASTER FUND, LTD. By: /s/ Mark Mitchell ----------------------------------- Name: Mark Mitchell Title: Authorized Signatory Address: 666 Third Avenue New York, NY 10017 Facsimile No.: (212) 845-7999 (212) 845-7995 Attention: Mark Mitchell Michael Neidell RCG HALIFAX FUND, LTD. By: /s/ Morgan B Stark ----------------------------------- Name: Morgan B Stark Title: Authorized Signatory Address: 666 Third Avenue New York, NY 10017 Facsimile No.: (212) 845-7999 (212) 845-7995 Attention: Mark Mitchell Michael Neidell RAMIUS SECURITIES, LLC By: /s/ Morgan B Stark ------------------------------------ Name: Morgan B Stark Title: Authorized Signatory Address: 666 Third Avenue New York, NY 10017 Facsimile No.: (212) 845-7999 (212) 845-7995 Attention: Mark Mitchell Michael Neidell 11 STARBOARD VALUE AND OPPORTUNITY FUND, LLC By: /s/ Morgan B Stark ----------------------------------- Name: Morgan B Stark Title: Authorized Signatory Address: 666 Third Avenue New York, NY 10017 Facsimile No.: (212) 845-7999 (212) 845-7995 Attention: Mark Mitchell Michael Neidell PARCHE, LLC By: /s/ Morgan B Stark ---------------------------------- Name: Morgan B Stark Title: Authorized Signatory Address: 666 Third Avenue New York, NY 10017 Facsimile No.: (212) 845-7999 (212) 845-7995 Attention: Mark Mitchell Michael Neidell RAMIUS MASTER FUND, LTD. By: /s/ Morgan B Stark ---------------------------------- Name: Morgan B Stark Title: Authorized Signatory Address: 666 Third Avenue New York, NY 10017 Facsimile No.: (212) 845-7999 (212) 845-7995 Attention: Mark Mitchell Michael Neidell 12 We hereby (i) consent to the transactions contemplated by this Agreement and agree in consideration of the benefits that will accrue to the Company by virtue of such transactions, to the provisions of Article IV of this Agreement, and (ii) confirm that the Purchasers shall not become a party to, or be bound by the provisions of the Shareholders Agreement by virtue of acquiring the Shares pursuant to this Agreement. VALUEVISION MEDIA, INC. By: /s/ Nathan Fagre ----------------------------- Name: Nathan Fagre Title: Senior Vice President and General Counsel 13 SCHEDULE 1 ---------- - -------------------------------------- ---------------------------------- ------------------------------- Purchaser No. of Shares Purchase Price - -------------------------------------- ---------------------------------- ------------------------------- RCG Ambrose Master Fund, Ltd., a 159,600 $1,755,600 Cayman Island company - -------------------------------------- ---------------------------------- ------------------------------- RCG Halifax Fund, Ltd., a Cayman 36,400 $ 400,400 Island company - -------------------------------------- ---------------------------------- ------------------------------- Ramius Securities, LLC, a Delaware 47,600 $ 523,600 limited liability company - -------------------------------------- ---------------------------------- ------------------------------- Starboard Value and Opportunity 58,800 $ 646,800 Fund, LLC, a Delaware limited liability company - -------------------------------------- ---------------------------------- ------------------------------- Parche, LLC, a Delaware limited 11,200 $ 123,200 liability company - -------------------------------------- ---------------------------------- ------------------------------- Ramius Master Fund, Ltd., a Cayman 36,400 $ 400,400 Island company - -------------------------------------- ---------------------------------- ------------------------------- Total 350,000 $3,850,000 - -------------------------------------- ---------------------------------- -------------------------------
EXHIBIT A STOCK POWER FOR VALUE RECEIVED, GE Capital Equity Investments, Inc., a Delaware corporation, does hereby sell, assign, and transfer to RCG Ambrose Master Fund, Ltd., an aggregate of 159,600 shares of Common Stock, par value $0.01 per share (the "Shares"), of ValueVision Media, Inc., a Minnesota corporation (the "Company"), standing in its name on the books of the Company, represented by Certificate No. ___ herewith, and does hereby irrevocably constitute and appoint __________________ attorney to transfer the Shares on the books of the Company with full power of substitution in the premises. Dated: ____________, 2005 GE CAPITAL EQUITY INVESTMENTS, INC. By:_________________________________________ Name: Title: STOCK POWER FOR VALUE RECEIVED, GE Capital Equity Investments, Inc., a Delaware corporation, does hereby sell, assign, and transfer to RCG Halifax Fund, Ltd., an aggregate of 36,400 shares of Common Stock, par value $0.01 per share (the "Shares"), of ValueVision Media, Inc., a Minnesota corporation (the "Company"), standing in its name on the books of the Company, represented by Certificate No. ___ herewith, and does hereby irrevocably constitute and appoint______________ attorney to transfer the Shares on the books of the Company with full power of substitution in the premises. Dated: ____________, 2005 GE CAPITAL EQUITY INVESTMENTS, INC. By: ________________________________________ Name: Title: STOCK POWER FOR VALUE RECEIVED, GE Capital Equity Investments, Inc., a Delaware corporation, does hereby sell, assign, and transfer to Ramius Securities, LLC, an aggregate of 47,600 shares of Common Stock, par value $0.01 per share (the "Shares"), of ValueVision Media, Inc., a Minnesota corporation (the "Company"), standing in its name on the books of the Company, represented by Certificate No. ___ herewith, and does hereby irrevocably constitute and appoint_____________ attorney to transfer the Shares on the books of the Company with full power of substitution in the premises. Dated: ____________, 2005 GE CAPITAL EQUITY INVESTMENTS, INC. By:_________________________________________ Name: Title: STOCK POWER FOR VALUE RECEIVED, GE Capital Equity Investments, Inc., a Delaware corporation, does hereby sell, assign, and transfer to Starboard Value and Opportunity Fund, LLC, an aggregate of 58,800 shares of Common Stock, par value $0.01 per share (the "Shares"), of ValueVision Media, Inc., a Minnesota corporation (the "Company"), standing in its name on the books of the Company, represented by Certificate No. ___ herewith, and does hereby irrevocably constitute and appoint __________________ attorney to transfer the Shares on the books of the Company with full power of substitution in the premises. Dated: ____________, 2005 GE CAPITAL EQUITY INVESTMENTS, INC. By: ________________________________________ Name: Title: STOCK POWER FOR VALUE RECEIVED, GE Capital Equity Investments, Inc., a Delaware corporation, does hereby sell, assign, and transfer to Parche, LLC, an aggregate of 11,200 shares of Common Stock, par value $0.01 per share (the "Shares"), of ValueVision Media, Inc., a Minnesota corporation (the "Company"), standing in its name on the books of the Company, represented by Certificate No. ___ herewith, and does hereby irrevocably constitute and appoint __________________ attorney to transfer the Shares on the books of the Company with full power of substitution in the premises. Dated: ____________, 2005 GE CAPITAL EQUITY INVESTMENTS, INC. By: ________________________________________ Name: Title: STOCK POWER FOR VALUE RECEIVED, GE Capital Equity Investments, Inc., a Delaware corporation, does hereby sell, assign, and transfer to Ramius Master Fund, Ltd., an aggregate of 36,400 shares of Common Stock, par value $0.01 per share (the "Shares"), of ValueVision Media, Inc., a Minnesota corporation (the "Company"), standing in its name on the books of the Company, represented by Certificate No.___ herewith, and does hereby irrevocably constitute and appoint___________ attorney to transfer the Shares on the books of the Company with full power of substitution in the premises. Dated: ____________, 2005 GE CAPITAL EQUITY INVESTMENTS, INC. By: ________________________________________ Name: Title: EX-25 6 jd7-12ex_25.txt Exhibit 25 POWER OF ATTORNEY The undersigned, General Electric Capital Services, Inc., a Delaware corporation (hereinafter referred to as the "Corporation") does hereby make, constitute and appoint the persons listed below as the Corporation's true and lawful agent and attorney-in-fact (hereinafter referred to as the "Attorney") to act either together or alone in the name and on behalf of the Corporation for and with respect to the matters hereinafter described. Name of Attorney: Michael A. Gaudino Jack Campo James C. Ungari Barbara J. Gould Preston H. Abbott Ivan Fong Barbara A. Lane Alex Urquhart Leon E. Roday Amy Fisher Alan Lewis Mark Kaplow Ward Bobitz Eileen Brumback Patricia Merrill Barbara Daniele Michael Pastore Carlos Carrasquillo Ronald Herman Anthony DiGiacomo Frank Ertl Kevin Korsh William Carstanjen Each Attorney shall have the power and authority to do the following: To execute and deliver any Schedule 13D, Schedule 13G or Forms 3, 4 and 5 or any amendments thereto required to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934 on behalf of the Corporation with regard to any securities owned by the Corporation, General Electric Capital Corporation or any of their subsidiaries. And, in connection with the foregoing, to execute and deliver all documents, acknowledgments, consents and other agreements and to take such further action as may be necessary or convenient for the Corporation in order to more effectively carry out the intent and purpose of the foregoing. Agreements, commitments, documents, instruments and other writings executed by the Attorney in accordance with the terms hereof shall be binding upon the Corporation without attestation and without affixation of the seal of the Corporation. The Power of Attorney conferred hereby shall not be delegable by any Attorney. The Attorney shall serve without compensation for acting in the capacity of agent and attorney-in-fact hereunder. Unless revoked by the Corporation, this Power of Attorney shall be governed under the laws of the State of New York and the authority of the Attorney hereunder shall terminate on December 31, 2005. This Power of Attorney supersedes in its entirety the Power of Attorney granted by the Corporation on November 14, 2004 that was scheduled to expire on February 6, 2005. IN WITNESS WHEREOF, the Corporation has caused the Power of Attorney to be executed, attested and its corporate seal to be affixed pursuant to authority granted by the Corporation's board of directors, as of the 7th day of February 2005. General Electric Capital Services, Inc. (Corporate Seal) By: /s/ Brian T. McAnaney ----------------------------------- Brian T. McAnaney, Vice President, General Counsel and Secretary Attest: - ------------------------------ Assistant Secretary 2 EX-26 7 jd7-12ex_26.txt Exhibit 26 POWER OF ATTORNEY The undersigned, General Electric Company, a New York corporation (hereinafter referred to as the "Corporation") does hereby make, constitute and appoint the persons listed below as the Corporation's true and lawful agent and attorney-in-fact (hereinafter referred to as the "Attorney") to act either together or alone in the name and on behalf of the Corporation for and with respect to the matters hereinafter described. Name of Attorney: Michael A. Gaudino Jack Campo James C. Ungari Barbara J. Gould Preston H. Abbott Ivan Fong Barbara A. Lane Alex Urquhart Leon E. Roday Amy Fisher Alan Lewis Mark Kaplow Ward Bobitz Eileen Brumback Patricia Merrill Barbara Danielle Michael Pastore Carlos Carrasquillo Ronald Herman Anthony DiGiacomo Frank Ertl Kevin Korsh William, Carstanjen Each Attorney shall have the power and authority to do the following: To execute and deliver any Schedule 13D, Schedule 13G or Forms 3, 4 and 5 or any amendments thereto required to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934 on behalf of the Corporation with regard to any securities owned by the Corporation, General Electric Capital Corporation or any of their subsidiaries. And, in connection with the foregoing, to execute and deliver all documents, acknowledgments, consents and other agreements and to take such further action as may be necessary or convenient for the Corporation in order to more effectively carry out the intent and purpose of the foregoing. Agreements, commitments, documents, instruments and other writings executed by the Attorney in accordance with the terms hereof shall be binding upon the Corporation without attestation and without affixation of the seal of the Corporation. The Power of Attorney conferred hereby shall not be delegable by any Attorney. The Attorney shall serve without compensation for acting in the capacity of agent and attorney-in-fact hereunder. Unless revoked by the Corporation, this Power of Attorney shall be governed under the laws of the State of New York and the authority of the Attorney hereunder shall terminate on December 31, 2005. This Power of Attorney supersedes in its entirety the Power of Attorney granted by the Corporation on November 14, 2004 that was scheduled to expire on February 6, 2005. IN WITNESS WHEREOF, the Corporation has caused the Power of Attorney to be executed, attested and its corporate seal to be affixed pursuant to authority granted by the Corporation's board of directors, as of the 7th day of February 2005. General Electric Company (Corporate Seal) By: /s/ Philip D. Ameen ------------------------------- Philip D. Ameen Vice President Attest: - -------------------------------- Assistant Secretary 2 -----END PRIVACY-ENHANCED MESSAGE-----