SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31,1998
TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from to
Commission File No. 1-12942
VSI HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
Georgia 22-2135522
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2100 North Woodward Avenue
201 West
Bloomfield Hills, MI 48304-2263
(Address of principal executive offices) (Zip Code)
(248) 644-0500
Registrant's telephone number, including area code
For information regarding this filing, contact: Harold Cannon
(770) 432-0636 ext. 324
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
Indicate by check mark whether the Registrant has filed all documents
and reports required to be filed by Sections 12, 13, or 14(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court. Yes No N/A X
There were 32,937,740 shares of Common Stock, par value $.01 per share,
outstanding at March 31, 1998. The Company held 7,743,605 of these shares
as treasury stock.
VSI HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
March 31 September 30
1998 1997 1997
(Unaudited) (Unaudited) (Audited)
ASSETS
CURRENT ASSETS
Cash $ 228,000 $ 325,000 $ 235,000
Cash in Escrow 1,656,000 945,000 1,206,000
Trade Accounts
Receivable:
Billed 28,669,000 24,579,000 29,706,000
Unbilled 16,027,000 13,052,000 6,987,000
Notes Receivable
and Advances:
Related Party 245,000 5,540,000 9,889,000
Other 223,000 372,000 103,000
Inventory 2,461,000 2,032,000 2,606,000
Accumulated Cost of
Uncompleted Programs 9,354,000 4,109,000 2,665,000
Deferred Tax Asset - 81,000 1,185,000
Other Current Assets 2,230,000 2,707,000 3,570,000
Total Current Assets 61,093,000 53,742,000 58,152,000
LONG-TERM PORTION
OF NOTES RECEIVABLE -
Related Parties 633,000 489,000 581,000
PROPERTY, PLANT
AND EQUIPMENT 20,729,000 11,797,000 16,766,000
DEFERRED TAX ASSET 1,264,000 1,934,000 589,000
OTHER ASSETS 928,000 2,078,000 981,000
GOODWILL - NET 4,485,000 - -
Total Assets $89,132,000 $70,040,000 $77,069,000
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current Portion of
Long Term Debt $ 161,000 $ 103,000 $ 156,000
Trade Accounts Payable 28,829,000 17,473,000 10,704,000
Notes Payable to
Related Parties 659,000 - 107,000
Notes Payable to Bank 20,294,000 12,392,000 23,493,000
Accrued Liabilities 2,198,000 1,704,000 2,728,000
Declared Distributions
to Stockholders 151,000 107,000 20,659,000
Advances from
Customers for
Uncompleted Projects 3,963,000 3,043,000 2,274,000
Total
Current Liabilities 56,255,000 34,822,000 60,121,000
VSI HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Continued)
March 31 September 30,
1998 1997 1997
(Unaudited) (Unaudited) (Audited)
LONG-TERM LIABILITIES
Notes payable -
Related Parties $ 2,276,000 $ 952,000 $ 2,181,000
Subordinated
Notes Payable -
Related Parties 9,313,000 - -
Long-Term Debt- Other 3,010,000 593,000 3,100,000
Total Long-Term Debt 14,599,000 1,545,000 5,281,000
STOCKHOLDERS' EQUITY
Preferred Stock -
$1.00 par value - - -
per share, 2,000,000
shares authorized,
no shares issued
Common stock -
$.01 par value 407,000 405,000 404,000
per share, 60,000,000
shares authorized,
40,682,000 shares
issued for March 31,
1998, 40,328,000
issued for March 31,
1997, and 40,371,000
for year end 1997
Additional Paid-In
Capital 9,994,000 9,353,000 7,917,000
Retained Earnings 10,784,000 26,822,000 6,253,000
Treasury Stock,
at cost - 7,744,000
shares (2,907,000) (2,907,000) (2,907,000)
Total
Stockholders' Equity 18,278,000 33,673,000 11,667,000
Total Liabilities and
Stockholders' Equity $89,132,000 $70,040,000 $77,069,000
See Notes to Consolidated Financial Statements
VSI HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
Three Months Ended
March 31 September 30
1998 1997 1997
(Unaudited) (Unaudited) (Audited)
REVENUE $ 43,055,000 $ 34,842,000 $148,338,000
EXPENSES
Cost of Revenue 23,064,000 17,161,000 68,973,000
Operating Expenses 15,771,000 15,587,000 68,238,000
Total Expenses 38,835,000 32,748,000 137,211,000
OPERATING INCOME 4,220,000 2,094,000 11,127,000
OTHER EXPENSES
Equity in Earnings
of Unconsolidated
Investee - - (1,465,000)
Gain (Loss) on Sale of
Property, Plant
and Equipment - - (19,000)
Interest and
Other Income 225,000 339,000 1,078,000
Interest Expense (560,000) (283,000) (1,338,000)
Total
Other Expenses (335,000) 56,000 (1,744,000)
INCOME - Before
Income Taxes 3,885,000 2,150,000 9,383,000
PROVISION FOR
INCOME TAXES 1,321,000 - 241,000
NET INCOME $ 2,564,000 $ 2,150,000 $ 9,142,000
PRO FORMA INFORMATION
INCOME - Before
Income Taxes $ 3,885,000 $ 2,150,000 $ 9,383,000
Pro Forma
Income Taxes - 750,000 3,270,000
Income Taxes 1,321,000 - -
Pro Forma
Net Income $ 2,564,000 $ 1,400,000 $ 6,113,000
Earnings
Per Share
Basic $ 0.08 $ 0.04 $ 0.19
Diluted $ 0.08 $ 0.04 $ 0.18
Weighted
Average Shares 32,835,000 32,555,000 32,553,000
See Notes to Consolidated Financial Statements
VSI HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
Six Months Ended
March 31 March 31 September 30
1998 1997 1997
(Unaudited) (Unaudited) (Audited)
REVENUE $ 72,764,000 $ 66,337,000 $148,338,000
EXPENSES
Cost of Revenue 37,189,000 33,958,000 68,973,000
Operating Expenses 28,321,000 27,740,000 68,238,000
Total Expenses 65,510,000 61,698,000 137,211,000
OPERATING INCOME 7,254,000 4,639,000 11,127,000
OTHER EXPENSES
Equity in Earnings
of Unconsolidated
Investee - - (1,465,000)
Gain (Loss) on Sale
of Property, Plant
and Equipment - - (19,000)
Interest and
Other Income 485,000 389,000 1,078,000
Interest Expense (874,000) (496,000) (1,338,000)
Total
Other Expenses $ (389,000) $ (107,000) $ (1,744,000)
INCOME - Before
Income Taxes 6,865,000 4,532,000 9,383,000
PROVISION FOR
INCOME TAXES 2,334,000 - 241,000
NET INCOME $ 4,531,000 $ 4,532,000 $ 9,142,000
PRO FORMA INFORMATION
INCOME - Before
Income Taxes $ 6,865,000 $ 4,532,000 $ 9,383,000
Pro Forma
Income Taxes - 1,560,000 3,270,000
Income Taxes 2,334,000 - -
Pro Forma
Net Income $ 4,531,000 $ 2,972,000 $ 6,113,000
Earnings
Per Share
Basic $ 0.14 $ 0.09 $ 0.19
Diluted $ 0.14 $ 0.09 $ 0.18
Weighted
Average Shares 32,734,000 32,505,000 32,553,000
See Notes to Consolidated Financial Statements
VSI HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended
March 31 March 31
1998 1997
(Unaudited) (Unaudited)
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net Income $ 4,531,000 $ 4,532,000
Depreciation and
Amortization 1,808,000 1,102,000
Net Changes:
Equity/Investment 54,000 (23,000)
Accounts Receivable (8,003,000) (3,652,000)
Inventory 145,000 1,812,000
Prepaids 2,525,000 (1,863,000)
Deposit/Other (95,000) 4,060,000
Accumulated Costs
of Projects (6,689,000) (246,000)
Accounts Payable 18,125,000 6,497,000
Accrued Liabilities (525,000) (1,913,000)
Advances 1,239,000 629,000
Total Operating Activities 13,115,000 10,935,000
CASH FROM INVESTING ACTIVITIES:
Changes Notes Receivable (120,000) (242,000)
Changes Notes Receivable -
Related 9,011,000 (3,342,000)
Changes Property
and Equipment (5,771,000) (569,000)
Acquisition of
PSG International (2,525,000) -
Total Investing Activities 595,000 (4,153,000)
CASH FROM FINANCING ACTIVITIES:
Changes Long Term Debt (90,000) (155,000)
Change to Related Party Debt 647,000 (1,110,000)
Net Borrowings on Notes Payable (3,199,000) (4,076,000)
Proceeds from Exercise of
Stock Options 3,000 1,000
Proceeds from Issuance of Stock 117,000 1,436,000
Distributions to Shareholders (11,195,000) (2,904,000)
Total Financing Activities (13,717,000) (6,808,000)
NET INCREASE (DECREASE) IN CASH (7,000) (26,000)
VSI HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Continued)
Six Months Ended
March 31 March 31
1998 1997
(Unaudited) (Unaudited)
CASH - BEGINNING OF THE PERIOD 235,000 351,000
CASH - END OF THE PERIOD $ 228,000 $ 325,000
Supplemental Disclosures:
Non-Cash Investing and
Financing Activities:
Stock Issued for
PSG Acquisition $ 1,960,000
Subordinated Notes Payable
Formerly Declared Distributions
to Shareholders $ 9,313,000
See Notes to Consolidated Financial Statements
VSI Holdings, Inc.
and Subsidiaries
Notes to Consolidated Financial Statements
1. The consolidated financial statements included herein have been
prepared by the Company without audit pursuant to the rules of the
Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations.
In the opinion of management, the consolidated financial statements
included all adjustments necessary for a fair presentation of the
results for interim period.
2. The interim financial information presented herein should be read in
conjunction with financial statements included in the Registrant's
Annual Report on Form 10-K for the year ended September 30, 1997.
The interim results for the six months ended March 31, 1998 are
not necessarily indicative of the results that may be expected for
the year ended September 30, 1998.
3. Certain reclassifications have been made to the March 31, 1997
financial statements to conform with the classifications used
at September 30, 1997.
4. The Company has adopted FASB Statement No. 128, Earnings Per Share
which provides for the computation of basic earnings per share and
diluted earnings per share and require the restatement of the prior
periods for comparison purposes. Accordingly, the following is a
reconciliation of earnings per share:
Six Months Ended
March 31 March 31 September 30
1998 1997 1997
Basic EPS:
Net Income $ 4,531,000 $ 4,532,000 $ 9,383,000
Pro Forma
Income Tax - (1,560,000) (3,270,000)
Pro Forma
Net Income $ 4,531,000 $ 2,972,000 $ 6,113,000
Shares Outstanding:
Beginning
of Period 32,627,002 32,456,102 32,456,102
Issuance Pursuant
to Stock Options 30,738 125,700 155,700
Issuance
and Awards 280,000 2,000 15,200
32,937,740 32,583,802 32,627,002
$ 4,531,000 $ 2,972,000 $ 6,113,000
32,937,740 32,583,802 32,553,368
Basic EPS $ 0.14 $ 0.09 $ 0.19
Six Months Ended
March 31 March 31 September 30
1998 1997 1997
Diluted EPS:
Net Income $ 4,531,000 $ 4,532,000 $ 9,383,000
Pro Forma
Income Tax - (1,560,000) (3,270,000)
Pro Forma
Net Income $ 4,531,000 $ 2,972,000 $ 6,113,000
Shares Outstanding:
Weighted
Average Shares 32,733,979 32,504,833 32,553,368
Dilutive Potential
Common Shares 577,838 482,215 510,854
Issuance
and Awards - - 15,200
33,311,817 32,987,048 33,079,422
$ 4,531,000 $ 2,972,000 $ 6,113,000
33,311,817 32,987,048 33,079,422
Diluted EPS $ 0.14 $ 0.09 $ 0.18
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
FINANCIAL SUMMARY
Summary financial information expressed as a percentage of revenue is
as follows:
Quarter Ended March 31 Six Months Ended March 31
1998 1997* 1998 1997*
Revenue $43,055,000 $34,842,000 $72,764,000 $66,337,000
Operating
Expenses 36.6% 44.7% 38.9% 41.8%
Operating
Income 9.8% 6.0% 10.0% 7.0%
Interest and
Other Income 0.5% 1.0% 0.7% 0.6%
Interest
Expense (1.3%) (0.8%) (1.2%) (0.7%)
Income Before
Income Taxes 9.0% 6.2% 9.4% 6.8%
Pro Forma
Net Income 6.0% 4.0% 6.2% 4.5%
Summary of Earnings per Share information is as follows:
Quarter Ended March 31 Six Months Ended March 31
1998 1997 1998 1997*
Net Earnings
per Share:
Basic $ 0.08 $ 0.04 $ 0.14 $ 0.09
Diluted $ 0.08 $ 0.04 $ 0.14 $ 0.09
Weighted
Average Number
of Shares
Outstanding 32,835,000 32,555,000 32,734,000 32,505,000
*Re-stated to include all operations (see Business Description)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(CONTINUED)
BUSINESS DESCRIPTION:
VSI Holdings is a full service supplier to businesses of imaginative
and integrated applications of technology and systems encompassing marketing
initiatives, communications, education and training, entertainment, and
retailing.
VSI Holdings consists of these wholly-owned subsidiaries in the Marketing
Services, Entertainment, and Retail business sectors under the following
trade names - Visual Services, Inc., a broad-based provider of educational
curriculums and product training; interactive technology-based Distance
Learning Systems; product launches; Web site development; direct-response
and site-based marketing; change process and cultural change consulting:
Vispac, Inc., integrated logistics and call center operations; and the
just-acquired Performance Systems Group, in-field consulting and change
process sustainment services: Advanced Animations, a manufacturer of
product simulators, animatronic displays for theme parks, retail, and
casinos: Advanced Exhibits, provider of touring venues for museums and
zoological parks: Dress Code, retailer of women's apparel.
VSI Holdings serves its global customers from its Bloomfield Hills,
Michigan headquarters and offices in California, Georgia, Vermont,
and Canada. The Company employs more than 1,200 professionals.
The accompanying consolidated financial statements include the accounts
of VSI Holdings, Inc. (the "Company", formerly The Banker's Note, Inc.)
and its wholly-owned subsidiaries, consisting of Advanced Animations, Inc.,
Vispac, Inc., Visual Services, Inc., PSG International, Inc.,
BKNT Retail Stores, Inc., JD Dash, Inc., and BKNT, Inc. Intercompany
balances and transactions have been eliminated in consolidation.
During the year ended September 30, 1997, the Company effected mergers
with three affiliated companies by exchanges of stock for stock held by
affiliated stockholders. Prior to the mergers, the Company and the
affiliated companies were all controlled by Mr. Steve Toth, Jr.
and his family. These transactions were treated as a merger of
affiliated entities under common control, accounted for similar to a
pooling of interests and have been applied retroactively. The merger
transactions are summarized as follows:
. On February 1, 1997, the Company acquired all
outstanding shares of Advanced Animations, Inc.
in exchange for 7,563,077 shares of the Company's
common stock. Visual Services, Inc. was the
majority stockholder of Advanced Animations, Inc.
. On March 1, 1997, the women's retail apparel
operations of the Company were transferred into
BKNT Retail Stores, Inc.
. On July 1, 1997, the Company, renamed VSI
Holdings, Inc., acquired all outstanding shares
of Vispac, Inc. in exchange for 6,200,000 shares
of the Company's common stock.
. On September 30, 1997, VSI Holdings, Inc.
exchanged 20,938,198 shares of its common stock
for the outstanding shares of Visual Services,
Inc.; the 6,652,483 shares of VSI Holdings, Inc.
stock acquired by Visual Services, Inc. in the
Advanced Animations, Inc. merger were returned
to treasury stock.
As of March 31, 1998, the Company has 32,937,740 shares of outstanding,
excluding 7,743,605 shares of Treasury Stock.
Annual Meeting of Shareholders
The Company's Annual Meeting of Shareholders was held April 8, 1998.
At the Meeting, shareholders approved the election of the Board of Directors,
the 1997 Restricted Stock Plan, and the 1997 Employee Stock Purchase Plan.
In their reports to shareholders, management expects pre-tax income to
increase approximately 23 percent and revenues to increase 10 percent for
the current fiscal year ending September 30, 1998. These growth rates are
projected to produce revenue of $163,000,000 and pre-tax income of
$11,500,000. For the prior year, the Company had revenue of $148,000,000
and pre-tax income of $9,383,000. Basic and Diluted proforma earnings per
share for 1998 are estimated to be approximately $.23 per share compared to
$.19 for 1997.
The Company attributes much of its projected growth to new business booked
to build during March 1998. Significant projects include expansion of its
training programs for nearly 11,000 Ford Motor Co. dealership personnel as
well as a new training initiative for Jaguar, developing and implementing an
integrated customer dialogue program for Volvo and producing a large-scale
animatronic exhibit for a new resort attraction planned to open in Branson,
Missouri in 2000.
Management also reported that discussions had started that may result in the
sale of its retail women's apparel stores. The retail stores had revenues
of $17,722,000 and a loss from operations of ($491,000) for the year ended
September 30, 1997. The anticipated operating results of the retail stores
for 1998 are included in management's projections of 1998 results.
Stock Granted
In November, 1997, the Company issued options to employees for 302,000 shares
of the Company's common stock. One-half of the options are exercisable two
years from the date of grant, with the remaining options exercisable three
years from the date of grant. The options have an exercise price of $6.20
and expire five years from the date of grant.
In December 1997, the Company granted approximately 426,000 shares of the
Company's common stock to employees as compensation pursuant to the Company's
Restricted Stock Plan.
Purchase of Performance Systems Group - The Company entered into a definitive
agreement to acquire the assets of Performance Systems Group for
approximately $5.1 million, consisting of 280,000 shares of the Company's
common stock and $3 million in cash. Additional contingent consideration
of $900,000 may be due based on future earnings of the purchased business.
Performance Systems Group provides in-field consulting and change process
sustainment services primarily to automobile dealerships. The acquisition
was accounted for under the purchase method, resulting in Goodwill of
$4,485,000.
Visual Services, Inc. on February 1, 1998 established the wholly-owned
subsidiary PSG International, Inc. ("PSGII") as the operating entity for
the acquisition. Branches are being established in Canada, Mexico, Australia,
New Zealand, and Taiwan to facilitate the Company's operations outside of the
United States. Accordingly, the quarter ended March 31, 1998 does include
the results of two months of PSGII operations.
Credit Line Established
Effective January 31, 1998, the Company completed the loan agreement for the
new Bank line of credit. The Bank line of credit permits borrowings up to
$30,000,000 based on a fixed base plus a percentage of receivables at the
Bank's prime rate (8.5% at March 14, 1998) or a fixed rate equal to LIBOR
plus 1.5%. The line is collateralized by all the assets of the Company.
The loan agreements contain certain covenants that require that, among
other things, the Company maintains certain levels of net worth, current
ratio and working capital and that the ratio of total liabilities to net
worth, and debt service ratio do not exceed certain amounts. As of
March 31, 1998, the Company had approximately $10,000,000 available to
borrow. The Bank line of credit expires January 30, 1999.
Call Center Operational
The Company has relocated its Dialogue Marketing operation to its new
45,000 gross sq. ft. 440 station call center in Livonia, Michigan, acquired
in December 1997. The facility supports integrating marketing programs and
receives more than 90% of its call volume inbound.
OPERATING RESULTS:
REVENUES:
Revenues for the quarter ended March 31, 1998 were $43,055,000 compared to
$34,842,000 for the same period last year, representing a 24% increase.
For the six months ended March 31, 1998, revenues increased 10% to $72,764,000
from $66,337,000 last year. Revenues increased approximately 20% in the
Marketing Services and Entertainment Sectors while the Retail Sector declined
approximately 43% for the first six months.
EXPENSES:
Total expenses increased to $38,835,000 for the quarter ended March 31, 1998
from $32,748,000 due to improvements in gross revenues. Operating income
increased to 9.8% from 6.0% as a percentage of sales.
For the six months, expenses increased to $63,510,000 from $61,698,000.
Operating income improved to 10% from 7% for the same six months last year.
OPERATING INCOME/INCOME BEFORE TAXES:
Operating income increased approximately 102% to $4,220,000 for the quarter
ended March 31, 1998 from $2,094,000 for the same period last year. For the
six months ended March 31, 1998, operating income was up approximately 56% to
$7,254,000 from $4,639,000 for the same period last year. Income before taxes
for the quarter increased 81% to $3,885,000 from $2,150,000 for the same
period last year. For the six months ended March 31, 1998, income before
taxes was $6,865,000 compared with $4,532,000 last year, approximately a 52%
increase.
NET INCOME:
Pro forma net income for the second quarter ended March 31, 1998 increased
to $2,564,000 compared to pro forma net income of $1,400,000 for the prior
year's second quarter. Pro forma net income for the quarter ended
March 31, 1997 includes a pro forma provision for income taxes. All income
prior to the mergers was taxed to their shareholders. As of the date of the
mergers, these subsidiaries elected C Corporation status and will be included
in the consolidated tax returns of the Company.
For the six months, net income was $4,531,000 compared to pro forma net
income of $2,972,000 last year.
LIQUIDITY AND CAPITAL RESOURCES:
The Company's working capital, cash position, and credit availability remain
adequate to maintain current and future operating levels. The Company's
working capital at the quarter ended March 31, 1998 was $4,858,000 and
at year ended September 30, 1997 was ($1,969,000) giving effect to
$20,659,000 in declared distributions to shareholders that had previously
been included as equity prior to the mergers.
To provide funds for future acquisitions and other corporate purposes,
the Company is considering a future public stock offering, or an expansion
of its credit facility to include some additional long-term borrowings.
During the second quarter, the Company settled the declared distributions
to shareholders of $20,659,000 by utilizing existing working capital and
the bank credit line. A related party shareholder, who received a portion
of the distributions, satisfied a note receivable of $11,103,000 plus
interest. The Company paid $92,000 and executed subordinated notes payable
of $9,313,000 in settlement of the remainder of the declared distributions.
These notes are subordinate to the Company's bank line of credit.
The subordinated notes payable accrue interest at 7% and mature
December 31, 2002.
Part II - Other Information
Item 1. Legal Proceedings
As of September 30, 1997, the Company has pending
litigation with a former employee and stockholder
who is seeking damages for wrongful discharge and
increased value for Company stock sold under
previously determined formula. The plaintiff has
not indicated the dollar amount of damages being
sought. At this time, the case is in preliminary
stages and the outcome is not determinable.
Management feels the case is without merit and
plans to vigorously defend the lawsuit.
Item 2. Changes in Securities
None.
Item 3. Defaults upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security
Holders
The Company's shareholders approved the election
of the Board of Directors, the 1997 Restricted
Stock Plan, and the 1997 Employee Stock Purchase
Plan at the Annual Meeting of Shareholders held
on April 8, 1998.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(A) Exhibits
None.
(B) Reports on Form 8-K
None.
Pursuant to the requirement of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
VSI Holdings, Inc.
Registrant
March 14, 1998 /S/Steve Toth, Jr.
Steve Toth, Jr., Chairman of
the Board of Directors,
President and Chief Executive
Officer
March 14, 1998 /S/Thomas W. Marquis
Thomas W. Marquis, Director,
Treasurer, Chief Accounting
and Financial Officer
Import Text Starting HERE!!!!
