-----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, JTzCd+sa85i/yGynTu3u5MvJNv+xdxLnyB+r8L4PgysLs7CtJy8SsonpO0EcDtqV 6ZGfB99fFGoPzcsAPyUX0A== 0001104659-03-022726.txt : 20031014 0001104659-03-022726.hdr.sgml : 20031013 20031014160558 ACCESSION NUMBER: 0001104659-03-022726 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20031014 GROUP MEMBERS: INTERACTIVE TECHNOLOGY HOLDINGS, LLC GROUP MEMBERS: QK HOLDINGS, INC. GROUP MEMBERS: QVC, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KNOT INC CENTRAL INDEX KEY: 0001062292 STANDARD INDUSTRIAL CLASSIFICATION: PERIODICALS: PUBLISHING OR PUBLISHING AND PRINTING [2721] IRS NUMBER: 133895178 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-58021 FILM NUMBER: 03939758 BUSINESS ADDRESS: STREET 1: 462 BROADWAY 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10013 BUSINESS PHONE: 2122198555 MAIL ADDRESS: STREET 1: 462 BROADWAY, 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10013 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LIBERTY MEDIA CORP /DE/ CENTRAL INDEX KEY: 0001082114 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 841288730 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 12300 LIBERTY BLVD. CITY: ENGLEWOOD STATE: CO ZIP: 80112 BUSINESS PHONE: 7208755400 MAIL ADDRESS: STREET 1: 12300 LIBERTY BLVD. CITY: ENGLEWOOD STATE: CO ZIP: 80112 SC 13D 1 a03-4002_1sc13d.htm SC 13D

 

UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No.     )*

The Knot, Inc.

(Name of Issuer)

 

Common Stock, $0.001 par value

(Title of Class of Securities)

 

499184109

(CUSIP Number)

 

Charles Y. Tanabe, Esq.
Senior Vice President and General Counsel
Liberty Media Corporation
12300 Liberty Boulevard
Englewood, CO 80112
(720) 875-5400

 

Neal S. Grabell, Esq.
Senior Vice President and General Counsel
QVC, Inc.
Studio Park
1200 Wilson Drive
West Chester, PA 19380
(484) 701-1000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

September 17, 2003

(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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ x ]**

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

**  Certain of the reporting persons were members of a group of reporting persons which previously filed a Statement on Schedule 13G with respect to the beneficial ownership of common stock of The Knot, Inc.

 



 

CUSIP No.   499184109

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Liberty Media Corporation
84-1288730

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 [ X ]

 

 

(b)

 [    ]

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
AF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     [  ]

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
4,040,590 (1)

 

8.

Shared Voting Power
-0-

 

9.

Sole Dispositive Power
4,040,590 (1)

 

10.

Shared Dispositive Power
-0-

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
4,040,590 (1)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    [  ]

 

 

13.

Percent of Class Represented by Amount in Row (11)
21.8% (2)

 

 

14.

Type of Reporting Person (See Instructions)
CO

 


 

Explanation of Responses:

 

(1)           Shares beneficially owned by the Reporting Persons include options to purchase 15,000 shares of common stock, par value $.001 per share (the “Common Stock”) of The Knot, Inc. (the “Company”), 10,000 of which have an exercise price of $.43 per share and are exercisable at any time on or before June 15, 2011 and 5,000 of which have an exercise price of $.62 per share and are exercisable at any time on or before May 15, 2012.  The options are held by Mr. Randy Ronning, a director of the Company and an officer of QVC, Inc.  Pursuant to a Nominee Agreement (the “Nominee Agreement”), dated as of July 1, 2001, between Interactive Technology Holdings, LLC (“ITH”) and Mr. Ronning, all options and shares of Common Stock received by Mr. Ronning in his capacity as director of the Company are deemed held for the benefit of ITH.  See Item 3.

 

(2)           Based upon 18,554,579 shares of Common Stock deemed outstanding pursuant to Rule 13d-3, comprised of:  (i) 18,539,579 shares of Common Stock outstanding as of August 8, 2003, as reported by the Company in its Quarterly Report on Form 10-Q for the quarter ended June 28, 2003; and (ii) 15,000 shares of Common Stock issuable upon exercise of options held for the benefit of ITH as described in Note (1) above.

 

2



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Interactive Technology Holdings, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 [ X ]

 

 

(b)

 [    ]

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
AF, WC

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)      [  ]

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
4,040,590 (1)

 

8.

Shared Voting Power
-0-

 

9.

Sole Dispositive Power
4,040,590 (1)

 

10.

Shared Dispositive Power
-0-

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
4,040,590 (1)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    [  ]

 

 

13.

Percent of Class Represented by Amount in Row (11)
21.8% (2)

 

 

14.

Type of Reporting Person (See Instructions)
CO

 


 

Explanation of Responses:

 

(1)           Shares beneficially owned by the Reporting Persons include options to purchase 15,000 shares of Common Stock, 10,000 of which have an exercise price of $.43 per share and are exercisable at any time on or before June 15, 2011 and 5,000 of which have an exercise price of $.62 per share and are exercisable at any time on or before May 15, 2012.  The options are held by Mr. Ronning.  Pursuant to the Nominee Agreement, all options and shares of Common Stock received by Mr. Ronning in his capacity as director of the Company are deemed held for the benefit of ITH.  See Item 3.

 

(2)           Based upon 18,554,579 shares of Common Stock deemed outstanding pursuant to Rule 13d-3, comprised of:  (i) 18,539,579 shares of Common Stock outstanding as of August 8, 2003, as reported by the Company in its Quarterly Report on Form 10-Q for the quarter ended June 28, 2003; and (ii) 15,000 shares of Common Stock issuable upon exercise of options held for the benefit of ITH as described in Note (1) above.

 

3



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
QK Holdings, Inc.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 [ X ]

 

 

(b)

 [    ]

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
AF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    [  ]

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
4,040,590 (1)

 

8.

Shared Voting Power
-0-

 

9.

Sole Dispositive Power
4,040,590 (1)

 

10.

Shared Dispositive Power
-0-

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
4,040,590 (1)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    [  ]

 

 

13.

Percent of Class Represented by Amount in Row (11)
21.8% (2)

 

 

14.

Type of Reporting Person (See Instructions)
CO

 


 

Explanation of Responses:

 

(1)           Shares beneficially owned by the Reporting Persons include options to purchase 15,000 shares of Common Stock, 10,000 of which have an exercise price of $.43 per share and are exercisable at any time on or before June 15, 2011 and 5,000 of which have an exercise price of $.62 per share and are exercisable at any time on or before May 15, 2012.  The options are held by Mr. Ronning.  Pursuant to the Nominee Agreement, all options and shares of Common Stock received by Mr. Ronning in his capacity as director of the Company are deemed held for the benefit of ITH.  See Item 3.

 

(2)           Based upon 18,554,579 shares of Common Stock deemed outstanding pursuant to Rule 13d-3, comprised of:  (i) 18,539,579 shares of Common Stock outstanding as of August 8, 2003, as reported by the Company in its Quarterly Report on Form 10-Q for the quarter ended June 28, 2003; and (ii) 15,000 shares of Common Stock issuable upon exercise of options held for the benefit of ITH as described in Note (1) above.

 

4



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
QVC, Inc.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 [ X ]

 

 

(b)

 [    ]

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    [  ]

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
4,040,590 (1)

 

8.

Shared Voting Power
-0-

 

9.

Sole Dispositive Power
4,040,590 (1)

 

10.

Shared Dispositive Power
-0-

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
4,040,590 (1)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    [  ]

 

 

13.

Percent of Class Represented by Amount in Row (11)
21.8% (2)

 

 

14.

Type of Reporting Person (See Instructions)
CO

 


Explanation of Responses:

 

(1)           Shares beneficially owned by the Reporting Persons include options to purchase 15,000 shares of Common Stock, 10,000 of which have an exercise price of $.43 per share and are exercisable at any time on or before June 15, 2011 and 5,000 of which have an exercise price of $.62 per share and are exercisable at any time on or before May 15, 2012.  The options are held by Mr. Ronning.  Pursuant to the Nominee Agreement, all options and shares of Common Stock received by Mr. Ronning in his capacity as director of the Company are deemed held for the benefit of ITH.  See Item 3.

 

(2)           Based upon 18,554,579 shares of Common Stock deemed outstanding pursuant to Rule 13d-3, comprised of:  (i) 18,539,579 shares of Common Stock outstanding as of August 8, 2003, as reported by the Company in its Quarterly Report on Form 10-Q for the quarter ended June 28, 2003; and (ii) 15,000 shares of Common Stock issuable upon exercise of options held for the benefit of ITH as described in Note (1) above

 

5



 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Statement of

LIBERTY MEDIA CORPORATION
QVC, INC.
QK HOLDINGS, INC.
and
INTERACTIVE TECHNOLOGY HOLDINGS, LLC

 

Pursuant to Section 13(d) of the Securities Exchange Act of 1934
in respect of

THE KNOT, INC.

 

This Report on Schedule 13D (the “Statement”) relates to the common stock, par value $.001 per share (the “Common Stock”) of The Knot, Inc., a Delaware corporation (the “Company”) and is being filed by Liberty Media Corporation (“Liberty”), QVC, Inc. (“QVC”), QK Holdings, Inc. (“QK”) and Interactive Technology Holdings, LLC (“ITH”; Liberty, QVC, QK and ITH are hereinafter referred to individually as a “Reporting Person” and collectively as the “Reporting Persons”).

 

This Statement constitutes the original Report on Schedule 13D of the Reporting Persons relating to the Common Stock.  ITH, QK and QVC were members of a group of reporting persons, consisting of Comcast Corporation (“Comcast”) and certain of Comcast’s wholly owned subsidiaries (collectively, the “Comcast Reporting Persons”), ITH, QK and QVC (the Comcast Reporting Persons, together with QVC, QK and ITH, are sometimes referred to collectively, with respect to periods prior to September 17, 2003, as the “Former Reporting Group”), which had previously reported beneficial ownership of the Common Stock pursuant to a Statement on Schedule 13G filed on February 14, 2000, as amended and supplemented by Amendment No. 1 thereto filed on February 14, 2002.

 

On September 17, 2003, Liberty acquired Comcast’s approximately 57% interest in the common stock of QVC which, when added to the approximately 41% interest in QVC previously held by Liberty, resulted in Liberty becoming the beneficial owner of approximately 98% of the outstanding common stock of QVC (the “QVC Acquisition”).  QK is a wholly owned subsidiary of QVC and is the managing member of ITH.

 

The purpose of this Statement is to report Liberty’s acquisition of beneficial ownership of Common Stock of the Company as a result of the QVC Acquisition, the formation of a group of reporting persons comprised of the Reporting Persons, and to reflect the execution of a Joint Filing Agreement among the Reporting Persons.

 

Information contained herein with respect to each Reporting Person and its executive officers, directors and controlling persons is given solely by such Reporting Person, and no other Reporting Person has responsibility for the accuracy or completeness of information supplied by such other Reporting Person.

 

6



 

Item 1.  Security and Company.

 

This statement relates to the common stock, par value $0.001 per share of The Knot, Inc., including shares of Common Stock issuable upon exercise of options to purchase Common Stock held by Mr. Randy Ronning, a director of the Company and an officer of QVC.  Mr. Ronning holds such securities for the benefit of the Reporting Persons.  See Item 3.  The Company is a Delaware corporation, and its principal executive office is 462 Broadway, 6th Floor, New York, New York 10013.

 

Item 2.  Identity and Background.

 

This statement is being filed jointly by the following persons:

 

(1)           ITH Technology Holdings, LLC, a Delaware limited liability company;

 

(2)           QK Holdings, Inc., a Delaware corporation;

 

(3)           QVC, Inc., a Delaware corporation; and

 

(4)           Liberty Media Corporation, a Delaware corporation.

 

The principal business address of ITH is 3411 Silverside Road, Bancroft Building, Suite 205C, Wilmington, Delaware 19810.  ITH is engaged primarily in the business of seeking and making investments related to the business in which QVC is engaged.

 

The principal business address of QK is 3411 Silverside Road, Bancroft Building, Suite 205C, Wilmington, Delaware 19810.  QK is a holding company whose sole asset consists of limited liability company interests of ITH.  QK is the managing member of ITH and a wholly owned subsidiary of QVC.

 

The principal business address of QVC is Studio Park, 1200 Wilson Drive, West Chester, Pennsylvania 19380.  QVC is an electronic retailer which markets a wide variety of products in such categories as home furnishing, licensed products, fashion, beauty, electronics and fine jewelry. Liberty holds approximately 98% of the outstanding common stock of QVC.

 

The principal business address of Liberty is 12300 Liberty Boulevard, Englewood, Colorado 80112.  Liberty is a holding company which, through its ownership of interests in subsidiaries and other entities, is engaged in (i) the production, acquisition and distribution through all available formats and media of branded entertainment, educational and informational programming and software, including multimedia products, (ii) electronic retailing, direct marketing, advertising sales related to programming services, infomercials and transaction processing, (iii) international cable television distribution, telephony and programming, (iv) satellite communications, and (v) investments in wireless domestic telephony and other technology ventures.

 

Information concerning the executive officers and directors of each of the Reporting Persons is set forth in Exhibit 99.1 to this Statement. Each of such executive officers and directors is a citizen of the United States, unless otherwise noted in Exhibit 99.1.  No Reporting Person or, to the best knowledge of the Reporting Person, any of its executive officers and directors named in Exhibit 99.1 to this Statement, has, during the last five years, been convicted of a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in 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.

 

7



 

Item 3.  Source and Amount of Funds or Other Consideration.

 

Pursuant to a purchase agreement dated April 13, 1999 (the “Purchase Agreement”), QVC purchased from the Company, 4,000,000 shares of Series B Preferred Stock, par value $0.001 per share, of the Company (the “Series B Preferred Stock”) and a warrant (the “Warrant”) to purchase 1,700,000 shares of Common Stock for an aggregate purchase price of $15,000,000.  Also on April 13, 1999, QVC contributed the Series B Preferred Stock and the Warrant to ITH as a capital contribution.  Pursuant to the terms of the Company’s Amended and Restated Certificate of Incorporation (the “Charter”), all shares of Series B Preferred Stock were automatically converted into an equal number of shares of Common Stock upon the Company’s initial public offering of its Common Stock on December 2, 1999.  Also in connection with the Company’s initial public offering, ITH purchased 25,590 shares of Common Stock in such public offering at the price at which such shares were offered to the public.  The purchase price for the Series B Preferred Stock and the Warrant was funded from QVC’s working capital.  In return for the contribution of such shares and the Warrant to ITH, QVC received limited liability company interests in ITH, which interests are currently held by QK.  The purchase price of the shares of Common Stock purchased by ITH in the initial public offering was funded from ITH’s working capital.  On December 2, 2001, the second anniversary of the Company’s initial public offering, the Warrant expired unexercised.

 

On July 1, 2001 Mr. Randy Ronning, an employee of QVC, and ITH entered into a nominee agreement (the “Nominee Agreement”) pursuant to which Mr. Ronning agreed that any shares of Common Stock or options to purchase shares of Common Stock received by him in his capacity as a director of the Company would be held by him for the benefit of ITH.  Mr. Ronning has been granted options to purchase shares of Common Stock in such capacity, 10,000 of which have an exercise price of $.43 per share and are exercisable at any time on or before June 15, 2011 and 5,000 of which have an exercise price of $.62 per share and are exercisable at any time on or before May 15, 2012.

 

On September 17, 2003, Liberty acquired Comcast’s approximate 57% interest in the common stock of QVC in the QVC Acquisition.  As a result, and including the approximate 41% interest in the common stock of QVC held by Liberty prior to such acquisition, Liberty became the beneficial owner of approximately 98% of the outstanding shares of common stock of QVC.  QK is a wholly owned subsidiary of QVC and is the managing member of ITH and holds approximately 68.6% of the limited liability company interests in ITH.  As a result of its ownership interest in QVC, each of the Reporting Persons may be deemed to share beneficial ownership of the shares of Common Stock of the Company owned of record by ITH.

 

In consideration of its purchase of Comcast’s interest in QVC, Liberty delivered to certain subsidiaries of Comcast an aggregate of 217,709,773 shares of its Series A common stock (valued for purposes of the transaction at $11.71 per share), its Floating Rate Senior Notes due 2006 in an aggregate principal amount of $3,999,990,000 and approximately $1.35 billion in cash, in full payment of the purchase price for Comcast’s interest in QVC.

 

Item 4.  Purpose of the Transaction.

 

The Reporting Persons currently hold their interests in the Company for investment purposes.

 

The Reporting Persons have no present plans or proposals which relate to or would result in:  (1) the acquisition by any person of additional securities of the Company or the disposition of securities of the Company; (2) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (3) a sale or transfer of a material amount of

 

8



 

assets of the Company or any of its subsidiaries; (4) any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (5) any material change in the present capitalization or dividend policy of the Company; (6) any other material change in the Company’s business or corporate structure; (7) changes in the Company’s certificate of incorporation or by-laws or other actions which may impede the acquisition of control of the Company by any persons; (8) a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (9) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (10) any action similar to those enumerated above.

 

Notwithstanding the foregoing, the Reporting Persons may determine to change their intentions with respect to the Company at any time in the future and, in so doing, may, for example, elect (i) to acquire additional shares of Common Stock of the Company by any means, including, without limitation, in open market or privately negotiated transactions or (ii) to dispose of all or a portion of their holdings of shares of the Common Stock of the Company.  In reaching any conclusion as to their future course of action, the Reporting Persons will take into consideration various factors, such as the Company’s business and prospects, other developments concerning the Company, other business opportunities available to the Reporting Persons, developments with respect to the business of the Reporting Persons, and general economic and stock market conditions, including, but not limited to, the market price of the Common Stock of the Company.

 

Item 5.  Interest in Securities of the Company.

 

(a)           By virtue of the relationship among the Reporting Persons, the Reporting Persons beneficially own 4,040,590 shares of Common Stock.  Based on the 18,539,579 shares of Common Stock that were outstanding as of August 8, 2003 (as disclosed in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 28, 2003) and the 15,000 shares of Common Stock issuable within 60 days hereof pursuant to outstanding options held by Mr. Ronning on behalf of ITH, the 4,040,590 shares of Common Stock beneficially owned by the Reporting Persons represent 21.8% of the issued and outstanding shares of Common Stock.

 

To the best knowledge of each Reporting Person, none of its executive officers or directors named on Exhibit 99.1 to this Statement beneficially owns any shares of Common Stock of the Company.

 

(b)           By virtue of the relationship among the Reporting Persons, the Reporting Persons may be deemed to have shared voting power of the shares of Common Stock of the Company owned by ITH.  Because of its indirect ownership of QK, the managing member of ITH, Liberty may be deemed to have sole dispositive power with respect to the shares of Common Stock owned by ITH.

 

(c)           To the best knowledge of each Reporting Person, none of its executive officers or directors named on Exhibit 99.1 to this Statement have effected any transactions in the Company’s securities in the last 60 days other than those transactions described in this Statement.

 

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

QVC purchased the shares of Series B Preferred Stock and the Warrant in April 1999 pursuant to the terms and conditions of the Purchase Agreement.  In accordance with the terms of the Purchase Agreement, a representative of QVC was appointed to the Board of Directors of the Company.

 

9



 

Pursuant to the terms of the Series B Preferred Stock as set forth in the Company’s certificate of incorporation, as amended, upon the Company’s initial public offering in December 1999, all outstanding shares of Series B Preferred Stock were converted into Common Stock on a shares for share basis.

 

The Warrant, provided ITH the right to purchase 1,700,000 shares of Common Stock at a price per share of $5.00.  ITH did not elect to exercise the Warrant, which expired in accordance with its terms on December 2, 2001, the second anniversary of the Company’s initial public offering.

 

The Company, ITH and certain investors and stockholders of the Company are parties to the Third Amended and Restated Investors Rights Agreement (the “Investors Rights Agreement”), which superseded the Second Amended and Restated Investors Rights Agreement, dated April 13, 1999.

 

The Investors Rights Agreement provides ITH, among other things, with certain rights to require the Company to register shares of Common Stock held by ITH.  Certain other provisions of the Investors Rights Agreement expired upon the Company’s initial public offering or the passage of time and are no longer applicable to ITH.

 

ITH and Mr. Ronning entered into the Nominee Agreement as of July 2, 2001.  The Nominee Agreement provides that any securities of the Company issued to Mr. Ronning in his capacity as a director of the Company will be held by him for the benefit of ITH.  Mr. Ronning has agreed to exercise options as directed by ITH and to transfer shares received to ITH.  ITH is responsible for paying the exercise price of any options to purchase Common Stock it directs Mr. Ronning to exercise, and ITH is responsible for any taxes associated with any such securities held by Mr. Ronning on its behalf.

 

The foregoing descriptions of each of the Investors Rights Agreement and the Nominee Agreement are qualified in their entirety by reference to the full text of such documents which have been filed as exhibits to this Statement and are incorporated by reference herein.

 

Item 7.  Material Filed as Exhibits.

 

10.1

 

Third Amended and Restated Investors Rights Agreement, dated October 6, 1999 (incorporated by reference to Exhibit 10.7 the Company’s Registration Statement on Form S-1 (File No. 333-87345) as filed on September 17, 1999).

 

 

 

10.2

 

Nominee Agreement, dated as of July 2, 1001, by an among Interactive Technology Holdings, LLC and Randy Ronning (filed herewith).

 

 

 

10.3

 

Joint Filing Agreement, dated as of September 17, 2003, by and among Interactive Technology Holdings, LLC, QK Holdings, Inc., QVC, Inc. and Liberty Media Corporation (filed herewith).

 

 

 

99.1.

 

Executive Officers and Directors of Liberty Media Corporation, QVC, Inc. and QK Holdings, Inc. (filed herewith).

 

10



 

SIGNATURES

 

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

 

Dated     October 14, 2003

 

 

Interactive Technology Holdings, LLC

 

By: QK Holdings, Inc., its Managing Member

 

 

 

 

 

By:

/s/ David M. Apostolico

 

 

 

Name:

David M. Apostolico

 

 

Title:

President of QK Holdings, Inc.

 

 

 

 

 

QK HOLDINGS, INC.

 

 

 

 

 

By:

/s/ David M. Apostolico

 

 

 

Name:

David M. Apostolico

 

 

Title:

President

 

 

 

 

 

QVC, INC.

 

 

 

 

 

By:

/s/ Neal S. Grabell

 

 

 

Name:

Neal S. Grabell

 

 

Title:

Senior Vice President and General Counsel

 

 

 

 

 

LIBERTY MEDIA CORPORATION

 

 

 

 

 

By:

/s/ Charles Y. Tanabe

 

 

 

Name:

Charles Y. Tanabe

 

 

Title:

Senior Vice President

 

 

11



 

Exhibit Index

 

10.1

 

Third Amended and Restated Investors Rights Agreement, dated October 6, 1999 (incorporated by reference to
Exhibit 10.7 the Company’s Registration Statement on Form S-1 (File No. 333-87345) as filed on September 17, 1999).

 

 

 

10.2

 

Nominee Agreement, dated as of July 2, 1001, by an among Interactive Technology Holdings, LLC and Randy Ronning (filed herewith).

 

 

 

10.3

 

Joint Filing Agreement, dated as of September 17, 2003, by and among Interactive Technology Holdings, LLC, QK Holdings, Inc., QVC, Inc. and Liberty Media Corporation (filed herewith).

 

 

 

99.1.

 

Executive Officers and Directors of Liberty Media Corporation, QVC, Inc. and QK Holdings, Inc. (filed herewith).

 

12


EX-10.2 3 a03-4002_1ex10d2.htm EX-10.2

Exhibit 10.2

 

NOMINEE AGREEMENT

 

This NOMINEE AGREEMENT (this “Agreement”) is entered into as of July 2, 2001 by and between Interactive Technology Holdings, LLC, a Delaware limited liability company (“ITH”), and Randy Ronning (“Ronning”).

 

RECITALS

 

WHEREAS, ITH owns Common Stock in The Knot, Inc. (the “Company”);

 

WHEREAS, QVC, Inc. (“QVC”), through its wholly-owned subsidiary QK Holdings, Inc., owns 70% of the limited liability company interests of ITH;

 

WHEREAS, Ronning is an employee of QVC who has been appointed by the Company to serve on the board of directors of the Company;

 

WHEREAS, Ronning, in his capacity as a non-employee director of the Company, has become entitled under the Company’s 1999 Stock Incentive Plan (the “Plan”) to receive a grant of non-qualified stock options (the “Options”) to purchase 15,000 shares of the Company’s Common Stock (the “Option Shares”), and may in the future become entitled to receive additional options and/or shares of capital stock or other securities of the Company (collectively, including the Options and the Option Shares, the “Securities”); and

 

WHEREAS, Ronning, as an employee of QVC, has agreed, and by this Agreement does confirm such agreement, that any Securities he receives in his capacity as a director of the Company will be held by him for the benefit of ITH until such time as Ronning can transfer such Securities into the name of ITH.

 

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises hereinafter set forth, the parties hereto, intending to be legally bound, hereby agree as follows:

 

1.             ITH shall be the sale and absolute beneficial owner of all Securities of the Company received by Ronning in his capacity as a director of the Company.  Ronning shall be the record owner of all such Securities and shall hold such Securities as nominee for the sole benefit of ITH in accordance with the terms of this Agreement.  As ITH’s nominee, Ronning shall not take any action with respect to any Securities (including, without limitation, the sale, transfer, assignment or other disposition or encumbrance of the Securities) without the express written consent of ITH.

 

2.             With respect to the Options, Ronning shall exercise the Options, in whole or in part, as directed by ITH, provided that ITH, as the beneficial owner of the Options, shall be required to pay the exercise price therefor and any other fees or costs required to be borne by the holder thereof.  Upon exercise of the Options, Ronning and ITH shall promptly take any and an actions and execute any and all instruments and documents as may be necessary to effectuate the transfer of the Option Shares into the name of ITH.  From the date of exercise of the Options until the date upon which the Option Shares are effectively transferred into the name of ITH, ITH shall be the beneficial owner of the Option Shares, and as such shall be entitled to all dividends and distributions in respect thereof, all proceeds of any disposition thereof and all voting and other rights incident thereto.

 



 

3.             With respect to any other Securities received by Ronning in his capacity as a director of the Company, Ronning and ITH shall take any and all actions and execute any and all instruments and documents as may be necessary to effectuate the transfer of such Securities into the name of ITH as soon as such Securities can be so transferred.  From the date on which any such Securities are issued to Ronning until the date upon which such Securities are effectively transferred into the name of ITH, ITH shall be the beneficial owner of such Securities, and as such shall be entitled to all dividends and distributions in respect thereof, all proceeds of any disposition thereof and all voting and other rights incident thereto.

 

4.             Notwithstanding the foregoing, in no event shall Ronning or ITH be required to take any action with respect to any of the Securities if such action would be in violation of any applicable laws concerning the issuance of securities.

 

5.             ITH shall be treated for United States Federal income tax purposes as the owner of all Securities of the Company that Ronning holds as nominee pursuant to this Agreement.  Accordingly, the Company shall not issue a Form 1099 to Ronning on account of the Options, the Option Shares or any other Securities hereafter issued to Ronning in his capacity as a director of the Company.

 

6.             ITH shall indemnify and hold harmless Ronning from and against all expenses, liabilities and losses (collectively, including attorneys’ fees, judgments, fines, taxes or penalties, “Losses”) reasonably incurred or suffered by Ronning as a result of his holding the Securities as ITH’s nominee pursuant to the terms of this Agreement, provided that Ronning shall not be indemnified for any Losses incurred or suffered by him that are attributable to his gross negligence, willful misconduct or knowing violation of law.

 

7.             This Agreement shall be construed in accordance with and governed by the internal laws of the State of Delaware, without giving effect to any conflicts or choice of law provisions that would cause the application of the domestic substantive laws of any other jurisdiction.

 

8.             This Agreement maybe executed in any number of counterparts with the same effect as if all parties hereto had signed the same document, and all counterparts shall be construed together and shall constitute one instrument.

 

9.             This Agreement constitutes the full and entire understanding and agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior understandings and agreements pertaining thereto, whether oral or written.

 



 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above stated.

 

 

INTERACTIVE TECHNOLOGY HOLDINGS, LLC

 

 

 

By:

QK Holdings, Inc., its Managing Member

 

 

 

 

 

 

By:

/s/ David M. Apostolico

 

 

 

Name:

David M. Apostolico, Esq.

 

 

Title:

President

 

 

 

 

 

/s/ Randy Y. Ronning

 

 

RANDY RONNING

 

 


EX-10.3 4 a03-4002_1ex10d3.htm EX-10.3

Exhibit 10.3

 

JOINT FILING AGREEMENT

 

JOINT FILING AGREEMENT, dated as of September 17, 2003, by and among Liberty Media Corporation, a Delaware corporation (“Liberty”), QVC, Inc., a Delaware corporation (“QVC”), QK Holdings, Inc., a Delaware corporation (“QK”), and Interactive Technology Holdings, LLC, a Delaware limited liability company (“ITH” and together with Liberty, QVC and QK, the “Liberty Reporting Persons”).

 

WHEREAS, ITH is the record holder of certain equity interests (“Company Securities”) in The Knot, Inc., a Delaware corporation (the “Company”) and has the right to acquire any Company Securities received by Mr. Randy Ronning in his capacity as director of the Company;

 

WHEREAS, ITH, QK and QVC were previously members of a reporting group which included Comcast Corporation and certain of its affiliates;

 

WHEREAS, QK is the managing member of ITH and a wholly owned subsidiary of QVC;

 

WHEREAS, Liberty has acquired all of Comcast Corporation’s equity interest in QVC and, as a result, Liberty currently owns approximately 98% of the outstanding common stock of QVC;

 

WHEREAS, Liberty, QVC and QK may be deemed to beneficially own the Company Securities with ITH; and

 

WHEREAS, in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, the Liberty Reporting Persons hereby agree to prepare a single statement containing the information required by Schedule 13D with respect to their respective interests in the Company Securities.

 

NOW, THEREFORE, the Liberty Reporting Persons hereby agree as follows:

 

1.     The Liberty Reporting Persons will prepare a single statement containing the information required by Schedule 13D with respect to their respective interests in the Company Securities (the “Schedule 13D”), and the Schedule 13D shall be filed on behalf of each of them.

 

2.     Each party hereto shall be responsible for the timely filing of the Schedule 13D and any necessary amendments thereto, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning any other party contained therein, except to the extent that it knows or has reason to believe that such information of such other party is inaccurate.

 

3.     This Agreement shall continue as to each Liberty Reporting Person unless and until terminated by such Liberty Reporting Person as to itself, in which case this Agreement shall then continue as to all remaining Liberty Reporting Persons.

 

4.     This Agreement supercedes and replaces any joint filing agreements with respect to the reporting of beneficial ownership of Company Securities to which ITH, QK and QVC are parties, and any such joint filing agreements are hereby terminated as to each of ITH, QK and QVC.

 



 

5.     Charles Y. Tanabe and Neal S. Grabell shall be designated as the persons authorized to receive notices and communications on behalf of the Liberty Reporting Persons with respect to the Schedule 13D and any amendments thereto.

 

6.     This Agreement may be included as an Exhibit to the Schedule 13D and any amendments thereto.

 

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

 

 

LIBERTY MEDIA CORPORATION

 

 

 

 

 

 

 

 

By:

/s/ Charles Y. Tanabe

 

 

 

Name:

Charles Y. Tanabe

 

 

 

Title:

Senior Vice President

 

 

 

 

 

 

 

 

QVC, INC.

 

 

 

 

 

 

 

 

By:

 

/s/ Neal S. Grabell

 

 

 

Name:

Neal S. Grabell

 

 

 

Title:

Senior Vice President and General Counsel

 

 

 

 

 

 

 

 

QK HOLDINGS, INC.

 

 

 

 

 

 

 

 

By:

/s/ David M. Apostolico

 

 

 

Name:

David M. Apostolico

 

 

 

Title:

President

 

 

 

 

 

 

 

 

INTERACTIVE TECHNOLOGY HOLDINGS, LLC

 

 

By:  QK HOLDINGS, INC., Managing Member

 

 

 

 

 

 

 

 

By:

 

/s/ David M. Apostolico

 

 

 

Name:

David M. Apostolico

 

 

 

Title:

President of QK Holdings, Inc.

 

 


EX-99.1 5 a03-4002_1ex99d1.htm EX-99.1

EXHIBIT 99.1

 

DIRECTORS AND EXECUTIVE OFFICERS
OF THE
LIBERTY REPORTING PERSONS

 

1.             Directors and Executive Officers of Liberty Media Corporation

 

The name and present principal occupation of each director and executive officer of Liberty are set forth below.  Unless otherwise noted, the business address for each person listed below is c/o Liberty Media Corporation, 12300 Liberty Boulevard, Englewood, Colorado 80112.  All executive officers and directors listed are United States citizens, except for David J.A. Flowers, who is a citizen of Canada.

 

Name and Business Address
(if applicable)

 

Principal Occupation and Principal Business
(if applicable)

 

 

 

John C. Malone

 

Chairman of the Board and Director of Liberty

 

 

 

Robert R. Bennett

 

President, Chief Executive Officer and Director of Liberty

 

 

 

Donne F. Fisher
9781 Meridian Blvd., #200
Englewood, Colorado 80112

 

Director of Liberty; President of Fisher Capital Partners, Ltd.

 

 

 

Paul A. Gould
711 5th Avenue, 8th Floor
New York, New York 10022

 

Director of Liberty; Managing Director of Allen & Company Incorporated

 

 

 

Gary S. Howard

 

Executive Vice President, Chief Operating Officer and Director of Liberty

 

 

 

Jerome H. Kern
9033 East Easter Place, Suite 205
Centennial, Colorado 80112

 

Director of Liberty; Consultant, Kern Consulting LLC

 

 

 

David E. Rapley

 

Director of Liberty

 

 

 

M. LaVoy Robison
1727 Tremont Place
Denver, Colorado 80202

 

Director of Liberty; Executive Director and a Board Member of the Anschutz Foundation

 

 

 

Larry E. Romrell

 

Director of Liberty

 

 

 

David J.A. Flowers

 

Senior Vice President and Treasurer of Liberty

 

 

 

Elizabeth M. Markowski

 

Senior Vice President of Liberty

 

 

 

Albert E. Rosenthaler

 

Senior Vice President of Liberty

 

 

 

Christopher W. Shean

 

Senior Vice President and Controller of Liberty

 

 

 

Charles Y. Tanabe

 

Senior Vice President, General Counsel and Secretary of Liberty

 



 

2.             Directors and Executive Officers of QVC, Inc.

 

The name and present principal occupation of each director and executive officer of QVC is set forth below.  Unless otherwise noted, the business address for each person listed below is c/o QVC, Inc., Studio Park, 1200 Wilson Drive, West Chester, PA 19380.  All executive officers and directors listed are United States citizens, except for Michael Zeisser, who is a citizen of France.

 

Name and Business Address
(if applicable)

 

Position

 

Principal Occupation

 

Principal Business in
which such Employment
is Conducted

 

Michael Zeisser
c/o Liberty Media Corporation
12300 Liberty Boulevard
Englewood, CO 80112

 

Director of QVC

 

Senior Vice President of Liberty

 

Investment in video programming, electronic retailing, interactive technology services and communications businesses

 

 

 

 

 

 

 

 

 

Charles Y. Tanabe
c/o Liberty Media Corporation
12300 Liberty Boulevard
Englewood, CO 80112

 

Director of QVC

 

Senior Vice President, General Counsel and Secretary of Liberty

 

Investment in video programming, electronic retailing, interactive technology services and communications businesses

 

 

 

 

 

 

 

 

 

Douglas S. Briggs

 

Executive Officer

 

President of QVC

 

Retailing of general merchandise through electronic media

 

 

 

 

 

 

 

 

 

William F. Costello

 

Executive Officer

 

Chief Operating Officer and Chief Financial Officer of QVC

 

Retailing of general merchandise through electronic media

 

 

 

 

 

 

 

 

 

Darlene M. Daggett

 

Executive Officer

 

President U.S. Commerce of QVC

 

Retailing of general merchandise through electronic media

 

 

 

 

 

 

 

 

 

Thomas G. Downs

 

Executive Officer

 

Executive Vice President of Operations & Services of QVC

 

Retailing of general merchandise through electronic media

 

 

 

 

 

 

 

 

 

Neal Grabell

 

Executive Officer

 

Senior Vice President and General Counsel of QVC

 

Retailing of general merchandise through electronic media

 

 

 

 

 

 

 

 

 

Randy Ronning

 

Executive Officer

 

Executive Vice President of Affiliate Relations, iQVC and New Business Development of QVC

 

Retailing of general merchandise through electronic media

 

 

 

 

 

 

 

 

 

Robert P. Cochran

 

Executive Officer

 

Chief Information Officer of QVC

 

Retailing of general merchandise through electronic media

 

 



 

3.             Directors and Executive Officers of QK Holdings, Inc., Managing Member of Interactive Technology Holdings, LLC:

 

The name and present principal occupation of each director and executive officer of QK is set forth below.  Unless otherwise noted, the business address for each person listed below is c/o QK Holdings, Inc., 3411 Silverside Road, Bancroft Building, Suite 205C, Wilmington, Delaware 19810.  All executive officers and directors listed are United States citizens.

 

Name and Business Address
(if applicable)

 

Position

 

Principal Occupation

 

Principal Business in
which such Employment
is Conducted

David M. Apostolico

 

President, Treasurer and Director

 

Senior Counsel of QVC

 

Retailing of general merchandise through electronic media

 

 

 

 

 

 

 

Gerald Timlin

 

Vice President, Secretary and Director

 

Director of Treasury Operations of QVC

 

Retailing of general merchandise through electronic media

 

 

 

 

 

 

 

James J. Woods, Jr.
Connolly Bove Lodge & Hutz LLP
1220 Market Street
P.O. Box 2207
Wilmington, DE 19899

 

Vice President, Assistant Secretary and Director

 

Partner Connolly Bove Lodge & Hutz LLP

 

Practice of Law

 


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