MINNEAPOLIS, MN -- (Marketwired) -- 04/02/15 -- EVINE Live Inc. (NASDAQ: EVLV), a digital commerce company formerly known as ShopHQ (evine.com), today announced that it filed a Universal Shelf Registration Statement on Form S-3 with the Securities and Exchange Commission ("SEC").
Upon being declared effective by the SEC, this Registration Statement will allow EVINE Live to sell, in one or more public offerings, a variety of its securities including common and preferred stock, warrants or any combination of such securities for proceeds in an aggregate amount of up to $100 million over the next three years. The registration also includes the registration of 3.719 million shares held by GE Capital Equity Investments, Inc. pursuant to piggy back rights under a registration rights agreement with the Company.
Newly appointed EVINE Live CFO, Tim Peterman, said, "We are filing this shelf registration statement as a matter of good corporate housekeeping to enhance our financial flexibility. It will allow us to consider, depending on market conditions and future capital needs, potentially accessing the capital markets opportunistically in order to support future growth strategies or for general corporate purposes. We have no immediate plans to issue securities under the universal shelf registration statement."
The terms of any offering, including the type of securities involved, will be established at the time of sale. These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. This release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. Any offer of these securities (if any) will be made solely by means of the prospectus included in the registration statement and any prospectus supplement that may be issued with respect to such offering.
EVINE Live intends to file a preliminary prospectus supplement relating to any offering with the SEC by the company, which will be available along with the prospectus filed with the SEC in connection with the registration statement, on the SEC's website at http://www.sec.gov. Copies of the preliminary prospectus supplement and base prospectus relating to any offering may also be obtained, when available, from EVINE Live Inc., 6740 Shady Oak Road, Eden Prairie, Minnesota 55344-3433 Attn: Corporate Secretary.
About EVINE Live Inc.
EVINE Live Inc. is a digital commerce company that offers customers multiple ways to shop and interact via TV, online and on mobile devices in the merchandise categories of Home, Beauty, Health & Fitness, Fashion & Accessories, Jewelry & Watches and Consumer Electronics. Under the leadership of Mark Bozek, who took over as CEO in June 2014, the Company has begun its repositioning to a true digital commerce company. EVINE Live has access to 88 million cable and satellite television homes and also is available nationwide via live streaming at www.evine.com. Effective November 2014, the Company's name changed to EVINE Live Inc. and its NASDAQ trading symbol changed to EVLV.
Please visit www.evine.com/ir for more investor information.
This release may contain certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements may be identified by words such as anticipate, believe, estimate, expect, intend, predict, hope, should, plan, will or similar expressions. Any statements contained herein that are not statements of historical fact may be deemed forward-looking statements. These statements are based on management's current expectations and accordingly are subject to uncertainty and changes in circumstances. Actual results may vary materially from the expectations contained herein due to various important factors, including (but not limited to): consumer preferences, spending and debt levels; the general economic and credit environment; interest rates; seasonal variations in consumer purchasing activities; the ability to achieve the most effective product category mixes to maximize sales and margin objectives; competitive pressures on sales; pricing and gross sales margins; the level of cable and satellite distribution for our programming and the associated fees; our ability to establish and maintain acceptable commercial terms with third-party vendors and other third parties with whom we have contractual relationships, and to successfully manage key vendor relationships; our ability to manage our operating expenses and our working capital levels successfully; our ability to remain compliant with our long-term credit facility covenants; our ability to successfully transition our brand name; the market demand for television station sales; our management and information systems infrastructure; challenges to our data and information security; changes in governmental or regulatory requirements; litigation or governmental proceedings affecting our operations; significant public events that are difficult to predict, or other significant television-covering events causing an interruption of television coverage or that directly compete with the viewership of our programming; and our ability to obtain and retain key executives and employees. More detailed information about those factors is set forth in the Company's filings with the Securities and Exchange Commission, including the Company's annual report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this announcement. The Company is under no obligation (and expressly disclaims any such obligation) to update or alter its forward-looking statements whether as a result of new information, future events or otherwise.
EVINE Live Inc.