FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
VSI HOLDINGS, INC.
__________________________________________________
(Exact name of issuer as specified in its charter)
Georgia 22-2135522
_______________________________ ________________
(State or other jurisdiction of (I.R.S. Employee
incorporation or organization) Identification No.)
2100 N. Woodward Ave., West 201, Bloomfield Hills, Michigan 48304-2262
_______________________________________________________________________
(Address of Principal Executive Offices) (Zip Code)
VSI Holdings, Inc. 1997 Restricted Stock Plan
_____________________________________________
(Full title of the plan)
Thomas W. Marquis
2100 N. Woodward Ave., West 201, Bloomfield Hills, Michigan 48304-2262
_______________________________________________________________________
(Name and address of agent for service)
with a copy to: Michael A. Kilgore, P.C.
717 Channing Drive, N.W.
Atlanta, Georgia 30318
(248) 644-0500
____________________________________________________________
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of 1 Proposed 2
securities Amount maximum Proposed maximum Amount of
to be to be offering price aggregate registration
registered registered per unit offering price fee
__________ __________ ______________ ________________ ____________
Common Stock 1,000,000 $4.875 $4,817,203 $1,339.18
$.01 par shares
__________________
1. This Registration Statement also covers any additional shares that
hereafter may be awarded as a result of the adjustment and anti-
dilution provisions of the VSI Holding, Inc. 1997 Restricted Stock
Plan.
2. In accordance with Rule 457(c) and (h), computed with respect to
154,126 shares vested and issued as of December 15, 1998 based on $4.50
closing price of Common Stock (aggregate $693,567), and 845,874 shares
at $4.875 (closing price of the Common Stock on April 29, 1999) or an
aggregate of $4,123,636.
VSI HOLDINGS, INC.
1,000,000 Shares of Common Stock $.01 Par Value
Issuable Pursuant to the 1997 VSI Holdings, Inc.
Restricted Stock Plan
VSI Holdings, Inc., a Georgia corporation (the "Company"), whose
address is 2100 N. Woodward Avenue, West 201, Bloomfield Hills,
Michigan 48304-2263 and whose telephone number is (248) 644-0500, has
adopted its 1997 Restricted Stock Plan (the "RS Plan") under which up
to 1,000,000 shares of the Company's $.01 par value Common Stock (the
"Common Stock") may be awarded to full-time employees of the Company.
This Prospectus may be used only in connection with offers and
sales by the Company of shares of Common Stock under the RS Plan. It
is not available to any person to use for any reoffer or resale of
Common Stock purchased pursuant to the RS Plan.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
No person has been authorized by the Company to give any
information or to make any representations other than those contained
in this Prospectus; and, if given or made, such information or
representation must not be relied upon as having been authorized by the
Company. This prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any of these securities in any state in
which such offer or solicitation may not lawfully be made.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 and in accordance therewith files
reports and other information with the Securities and Exchange
Commission. Reports, proxy and information statements, and other
information filed by the Company can be inspected at the public
reference facility maintained by the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549.
Upon the written or oral request, a copy of any and all of the
documents referred to under the heading "Information Incorporated by
Reference" in this Prospectus and the Company's latest annual report to
shareholders will be provided. Such request should be made to Thomas
W. Marquis, Secretary of the Company, whose address is 2100 N. Woodward
Avenue, West 201, Bloomfield Hills, Michigan 48304-2262 and telephone
number is (248) 644-0500.
The date of this Prospectus is April 23, 1999.
TABLE OF CONTENTS
Page
The Company.................................................... 3
Description of the RS Plan..................................... 3
Purpose and Adoption........................................ 3
How the RS Plan Works....................................... 3
Administration.............................................. 4
Shares Subject to RS Plan................................... 4
Eligibility................................................. 4
Prospectus Updating......................................... 5
Corporate Recapitalization and Reorganization............... 5
Termination and Amendment of RS Plan........................ 5
Federal Income Tax Consequences............................. 5
ERISA.......................................................... 6
Restrictions on Resale......................................... 6
Description of Capital Stock................................... 6
Indemnification of Directors and Officers...................... 7
Information Incorporated by Reference.......................... 8
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THE COMPANY
VSI Holdings, Inc. is a holding company for subsidiaries which
provide (i) training and educational services, telemarketing, data base
management, Internet web site development, direct response and direct
customer service, (ii) integrated logistic services to automotive
industry clients, and (iii) animated robotic figures to the retail,
entertainment and casino industries. The Company's address is 2100
North Woodward Avenue, West 201, Bloomfield Hills, Michigan 48304-
2263, and its telephone number is (248) 644-0500.
DESCRIPTION OF THE RS PLAN
The following paragraphs provide a brief summary of the background
and purpose of the RS Plan, the eligibility provisions of the RS Plan,
and the operation of the RS Plan. A complete copy of the RS Plan is an
exhibit to the Registration Statement of which this Prospectus is a
part, and the description contained herein of the RS Plan is qualified
in its entirety by reference to the RS Plan itself.
PURPOSE AND ADOPTION
The purpose of the RS Plan is to enable the Company and its
subsidiaries to secure and retain the services of highly qualified
persons and to promote in their employees additional interest in the
successful operation of the business.
On January 21, 1998, the Company's Board of Directors (the
"Board") ratified the earlier implementation by the President of the
Company, effective upon shareholders' approval, of the RS Plan, and
designated its Compensation and Stock Option Committee (the
"Committee") to administer the RS Plan. Such ratification also
encompassed the award of 426,375 shares to 18 Company employees as of
December 15, 1997 (one employee with an 17,766 share award has
departed). Shareholders ratified the RS Plan and such awards of
408,609 shares at their April 8, 1998 annual meeting. Thereafter,
awards of 153,064 shares were made to 21 employees on and after May 10,
1998. On April 20, 1999, shareholders amended the RS Plan to increase
the authorized shares to 1,000,000.
HOW THE RS PLAN WORKS
The RS Plan specifies that each award will vest, and a stock
certificate for vested shares will be issued, in three equal parts on
the first three anniversary dates after the grant of the award;
provided, however, that in the event of an employee's death, shares of
an installment to vest within 12 months shall proportionately vest on a
daily basis rather than be wholly forfeited due to failure to be
employed as of an anniversary date.
Employees will incur no brokerage commissions or service charges under
the RS Plan for shares awarded and certificates issued. Employees will
incur such costs to sell awarded shares.
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ADMINISTRATION
The RS Plan specifies that it shall be administered by the
Committee which shall consist of not less than three directors of the
Company as appointed by the Board. The present members of the
Committee are:
Thomas W. Marquis Martin S. Suchik
2100 North Woodward West 3986 Powers Ferry Road, N.W.
Suite 201 Atlanta, GA 30342
Bloomfield Hills, MI 48304
Jerry L. Barton Dr. Kenneth L. Bernhardt
1660 Brandon Hall Dr. Georgia State University
Dunwoody, GA 30350 University Plaza
Atlanta, GA 30303
The Committee has complete power and authority to make rules for
administration of the RS Plan and any required determinations and
interpretations under the RS Plan; subject to the provisions of the RS
Plan and to policies determined by the Board, the Committee's
determinations and interpretations will be final.
SHARES SUBJECT TO RS PLAN
The RS Plan provides for the award of up to 1,000,000 shares of
Common Stock pursuant to its terms, of which 561,673 have been awarded
to date. Periodically, the Company will issue awards to its employees.
Shares covered by awards which terminate for any reason (e.g.,
expiration, cancellation, etc.) may be the subject of new awards. The
number of shares of the Common Stock available under the RS Plan are
subject to appropriate adjustment by the Committee to prevent dilution
in the event of the subdivision or consolidation of shares, a stock
dividend, or certain other events.
ELIGIBILITY
Shares of Common Stock may be awarded under the RS Plan only to
such full-time employees of the Company and its subsidiaries (including
officers who are also directors of the Company, but not directors who
are not also officers) who have substantial responsibility in the
direction and management of the Company. Because the vesting of shares
is predicated on the full-time employment of the grantee, the RS Plan
provides that no employee or other person shall have any claim or right
to be granted shares under the Plan; however, once shares are vested to
an employee for which a stock certificate is issued, the employee is
free to sell, assign or otherwise hypothecate such shares, except as
noted in "Restrictions on Resale" below.
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PROSPECTUS UPDATING
It is the Company's intention to update this Prospectus from time
to time to reflect changes in the RS Plan. Such changes will be made
by an appendix which will be distributed to option holders when issued
in lieu of a completely revised Prospectus.
CORPORATE RECAPITALIZATION AND REORGANIZATION
In the event of a change in the Common Stock as a result of a
stock split or reverse stock split, the number of authorized but
unissued shares for which stock may be granted under the RS Plan and
the number of shares subject to each award shall be appropriately
adjusted by the Committee; the RS Plan makes no provision for a change
of outstanding shares in the event of a recapitalization,
reorganization, stock dividend or similar event, but the Committee has
the power at that time, but not the obligation, to make an appropriate
adjustment.
TERMINATION AND AMENDMENT OF RS PLAN
The RS Plan has no specified termination date and may be suspended
from time to time, but in the event of termination or suspension of the
RS Plan, outstanding awards would still be contractual obligations of
the Company. The Board may, without shareholder approval, terminate,
suspend or amend the RS Plan at any time or from time to time; however,
the Board may not, without shareholder approval, amend the RS Plan in
certain respects which would (i) increase the maximum number of shares
which may be awarded, (ii) increase or decrease the vesting schedule of
an award, or (iii) change the designation of the class of persons
eligible to receive awards under the RS Plan.
FEDERAL INCOME TAX CONSEQUENCES
The following is a summary of current federal income tax rules
relating to the award of restricted stock.
The award of shares under the RS Plan is not taxable to the
employee at the time of grant. Upon vesting of shares under the
schedule established by the RS Plan, the employee generally will
recognize ordinary income equal to the fair market value of the Common
Stock determined on the anniversary date of vesting.
Income required to be recognized in connection with the vesting of
shares will be taxed to the employee as compensation (ordinary income),
and the Company will be required to withhold tax on the amount of
income recognized by the employee. The Company will be entitled to an
income tax deduction in the year in which an employee realizes income
with respect to the vesting of shares, in an amount equal to the income
realized by the employee.
If an employee sells, exchanges or otherwise disposes of shares of
Common Stock acquired upon the vesting of shares, the employee will
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have gain or loss equal to the difference between the amount realized
and his or her basis in the shares. An employee's basis in the shares
of Common Stock received upon the vesting of shares generally will be
equal to the fair market value, on the anniversary date of vesting, of
the shares acquired. Any gain or loss recognized on such a grantee
sale or exchange of shares acquired under the RS Plan will be treated
as long-term or short-term capital gain or capital loss, depending on
the period of time the shares are held by the employee. Long-term
capital gain treatment is applicable where the shares have been held
for more than 12 months.
The above summary is based upon an interpretation of present
federal income tax laws and regulations as of the date hereof. This
summary is not intended to cover all aspects of federal law or any
state or local tax law which may be applicable to the RS Plan.
ERISA
The RS Plan is not subject to any provisions of the Employee
Retirement Income Security Act of 1974.
RESTRICTIONS ON RESALE
The RS Plan contains no provisions restricting the resale of
shares of Common Stock acquired by participants (except by "affiliates"
as discussed below) under the RS Plan and, assuming the continuing
effectiveness of the Registration Statement on Form S-8 of which this
Prospectus is a part, participants will be free to sell any or all of
their shares of Common Stock. However, should such Registration
Statement be terminated, suspended or otherwise no longer effective
under the Securities Act of 1933, as amended (the "1933 Act"), then the
Company at the time of the vesting of any shares will require an
investment representation in a form acceptable to the Company and its
counsel and will place a restrictive legend on the Common Stock
certificate.
Restrictions on resale are imposed upon all persons who may be
deemed to be "affiliates" (as such term is defined by rules of the
Securities and Exchange Commission) of the Company. The most probable
method of resale available to affiliates is an unregistered resale in a
broker's transaction that satisfies all of the applicable conditions of
Rule 144 of the 1933 Act. Persons who are not affiliates of the
Company should generally be able to resell shares of Common Stock
acquired upon exercise of options without federal securities laws
restrictions pursuant to an exemption from the registration provisions
of the 1933 Act.
DESCRIPTION OF CAPITAL STOCK
Holders of Common Stock are entitled to dividends when and as
declared by the Board out of funds legally available therefore. Voting
rights are vested in the holders of the Common Stock which is entitled
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to one vote per share. The holders of Common Stock do not have
cumulative voting rights, which means that the holders of shares having
more than 50% of the total votes represented at a meeting voting for
the election of directors can elect all of the directors if they so
choose and, in such event, the holders of the remaining shares will not
be able to elect any person to the Board.
Upon liquidation, all shares of Common Stock participate ratably
in the net assets available for distribution after payment of all
liabilities. The holders of Common Stock have no preemptive,
conversion, or redemption rights. All outstanding shares of Common
Stock are fully paid and nonassessable and the additional shares of
Common Stock offered hereby, when delivered against payment therefore
as provided in the RS Plan, will be fully paid and nonassessable. The
above summary is not intended to cover all aspects of federal, Georgia
or other state or local law which may be applicable to the RS Plan, or
the Articles of Incorporation and the By-Laws of the Company and any
other documents governing the legal affairs of the Company.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article VIII of the Company's Articles of Incorporation, together
with Article IX, Section 8 of the Company's By-Laws authorizes, under
certain circumstances, indemnification of directors and officers of the
Company for liability and expense incurred by them in connection with
civil, criminal or administrative claims or proceedings in which they
may become involved by reason of their having been a director, officer,
agent or employee of the Company or having served in a similar capacity
or as a partner or trustee with another entity at the Company's
request.
Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers and controlling persons of
the Company pursuant to the foregoing provisions, the Company has been
informed that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the 1933
Act and is, therefore, unenforceable.
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INFORMATION INCORPORATED BY REFERENCE
The following documents are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended September 30, 1998;
(b) All other reports filed by the Company pursuant to
Section 13(a) or 15(d) of the Securities Act of 1934
since the end of the fiscal year covered by the Annual
Report referred to in (a) above; and
(c) The description of the Company's Common Stock with the
Form 8-A, filed on or about March 30, 1994, which
registered (No. 1-12942) the Common Stock under Section
12(b) of the Securities Exchange Act of 1934, as
amended.
In addition, all documents subsequently filed by the Company pursuant
to Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of
such documents.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference. See
Prospectus section titled "Information Incorporated by
Reference".
Item 4. Description of Securities. The Common Stock is
registered under Section 12(b) of the Securities
Exchange Act of 1934. See Prospectus section titled
"Description of Capital Stock".
Item 5. Interests of Named Experts and Counsel. Michael A.
Kilgore, the President of Michael A. Kilgore, P.C. which
is counsel to the Company, individually owns 14,300
shares of Common Stock and is the assignee of a non-
qualified stock option for 15,000 shares of Common Stock
exercisable at $.50 per share expiring in January 2001.
Item 6. Indemnification of Directors and Officers. See
Prospectus section titled "Indemnification of Directors
and Officers".
Item 7. Exemption from Registration Claimed. Not applicable.
Item 8. Exhibits. The following exhibits are filed as part of
this Registration Statement unless otherwise noted:
4.1 VSI Holdings, Inc. 1997 Restricted Stock Plan.
5.1 Opinion of Michael A. Kilgore, P.C. as to the
legality of the securities being registered.
24.1 Consent of Plante & Moran, LLP.
24.2 Consent of Michael A. Kilgore, P.C. (included with
Exhibit 5.1).
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
II-1
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represents a
fundamental change in the information set forth in the
registration statement;
(iii)To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information set forth in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein,
and the offering of such securities at that time shall
be deemed to be in the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the
securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed
to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the
initial bona fide offering thereof.
(e) The undersigned registrant hereby undertakes to deliver
or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the
latest annual report to security holders that is
incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of
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Rule 14a-3 or Rule 14c-3 under the Securities Exchange
Act of 1934; and where interim financial information to
be presented by Article 3 of Regulation S-X are not set
forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent
or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus
to provide such interim financial information.
(h) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in
the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such
liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in
connection with the securities being registered, the
registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against
public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8, and has duly
caused this registration statement or amendment thereto to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City
of Bloomfield Hills, State of Michigan, on this 20th day of April,
1999.
VSI HOLDINGS, INC.
By:/s/ Steve Toth, Jr.
__________________________
Steve Toth, Jr., President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons
in the capacities and on the date indicated.
/s/ Steve Toth, Jr. April 20, 1999
________________________________
Steve Toth, Jr., Chairman of the
Board of Directors and President
(Chief Executive Officer)
/s/ Thomas W. Marquis April 20, 1999
________________________________
Thomas W. Marquis, Treasurer and
Director (Chief Accounting and
Financial Officer)
/s/ Martin S. Suchik April 20, 1999
________________________________
Martin S. Suchik, Executive Vice
President and Director
/s/ Terry Sparks April 20, 1999
________________________________
Terry Sparks, Director
________________________________
Jerry L. Barton, Director
________________________________
Kenneth L. Bernhardt, Director
________________________________
Robert F. Sui, Director
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EXHIBIT 5.1/24.2
717 Channing Drive, N.W.
Atlanta, Georgia 30318-2504
(404) 351-7766
April 20, 1999
VSI Holdings, Inc.
2100 N. Woodward Avenue, West 201
Bloomfield Hills, Michigan 48304-2262
Gentlemen:
This opinion is being delivered in connection with the filing by
VSI Holdings, Inc. (the "Company") with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, of a
Registration Statement on Form S-8 with respect to 1,000,000 shares of
the Company's $.01 par value Common Stock (the "Common Stock") issuable
in connection with the Company's 1997 Restricted Stock Plan (the
"Plan").
As counsel for the Company, we have examined the relevant
corporate documents, as well as the relevant state statutes and federal
law, incident to the giving of this opinion, and we are generally
familiar with the affairs of the Company.
Based upon the foregoing, we are of the opinion that the shares of
Common Stock reserved for issuance in connection with the Plan, when
issued as provided by the Plan, will be duly and validly issued, fully
paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement referred to above.
Very truly yours,
MICHAEL A. KILGORE, P.C.
By: Michael A. Kilgore, President
EXHIBIT 4.1
VSI HOLDINGS, INC.
RESTRICTED STOCK PLAN
December 1, 1997
1. Purpose: The purpose of the Restricted Stock Plan (the Plan)
is to provide deferred compensation benefits for a select group of
certain designated key employees of VSI Holdings, Inc. (the Company) as
a means of a (a) affording additional incentive for management to
increase the earnings of the Company on a long-term basis; (b)
attracting and retaining key employees in the employ of the Company;
and (c) furthering the identity of interest of the key management of
the Company with those of its shareholders.
2. Definitions: As used in the Plan, the following capitalized
words and phrases shall have the meaning set forth below, unless the
context clearly indicates that a different meaning is otherwise
intended.(a) Company means VSI Holdings, Inc. a Georgia corporation, or
any successor thereto, whether by merger, consolidation, liquidation,
reorganization, or otherwise which has made provision for adoption of
the Plan and the assumption of the Company's obligations thereunder.
(b) Common Stock means the shares of $0.01 par value Common Stock of
VSI Holdings, Inc.
(c) Employee means any person, including an officer of the Company
(whether or not he or she is also a director thereof), who is employed
by the Company on a full-time basis. The term does not include persons
who are retained by the Company as consultants only.
(d) Participant means a key Employee who is granted Restricted Stock
under this Plan.
(e) Termination Date shall mean the date of a Participant's cessation
of employment with the Company by death, retirement, disability,
resignation, discharge or otherwise.
(f) Grant Date shall mean the date that appears on the Restricted Stock
Grant Agreement given to the Participant when restricted stock is
granted.
3. Administration: The Plan shall be administered by the Committee
established within the sole discretion of the Board of Directors of the
Company. Subject to the provisions of the Plan, the Committee shall
have exclusive power to select the key employees to be granted
Restricted Stock.
The committee shall have full discretionary authority to
interpret the Plan, to adopt and revise rules regulations relating to
the Plan, ton determine the conditions subject to which any awards may
be made, and to make any other determinations which it believes
necessary or advisable for the administration of the Plan,
determinations by the Committee are final and binding on all parties
with respect to all matters relating to the Plan.
4. Grants: Restricted Shares shall be granted to such key
employees of the Company as the Committee shall determine, who shall
hereafter be referred to as Participants. Participants shall be limited
to those employees of the Company who because of their positions and
responsibilities comprise key management personnel. If a Restricted
Stock awarded under the Plan shall be forfeited or canceled for any
reason, such Restricted Stock may again be awarded under the Plan.
Restricted Stock shall be granted at such time or times and shall be
subject to such terms
and conditions, in addition to the terms and conditions set forth in
the Plan, as the Committee shall determine.
5. Vesting: (a) Restricted Shares granted to a Participant
shall vest according to the following schedule:
Anniversary Percentage of
Grant Date Vested Shares
1 33.3%
2 66.6%
3 100.0%
(b) As long as the Participant is an active employee of the
Company on the anniversary dates mentioned above, a stock certificate
of the vested shares will be issued by the Company. All non vested
shares shall be forfeited upon the Participant's termination of
employment with the Company for any reason other than death.
(c) Notwithstanding the vesting provisions of paragraph (a),
in the event of the death of the Participant, a proportionate number
of the Restricted Shares vesting in the current twelve (12) month
period shall vest, all other non-vested shares shall be forfeited.
Example: Participant has 1,000 shares that are vesting in the current
twelve (12) month period, Participant dies after completing 195 days of
the current period. Completed days represent 53.4% of the twelve
(12) month vesting period, thus, Participants estate would receive 534
shares. All fractional shares will be eliminated.
6. Changes in Capital Structures: In the event of any change in
the outstanding shares of common stock of the Company by reason of
stock split or reverse stock split, all non-vested Restricted Stock
will be proportionately adjusted and any resulting fractional shares
will be eliminated.
7. Miscellaneous Provisions: (a) No employee or other person
shall have any claim or right to be granted any Restricted Stock under
the Plan. Neither the Plan nor any action taken hereunder shall be
construed as giving an employee any right to be retained in the employ
of the Company.
(b) The Plan shall at all times remain unfunded and no
provision shall at any time be made with respect to segregating assets
of the Company for the purpose of providing benefits hereunder. No
Participant of other person shall have an interest in any particular
assets of the Company by reason of a right to receive a benefit under
this Plan and any such Participant or other person shall have only the
rights of a general unsecured creditor of the Company with respect to
any rights under the Plan.
(c) This Plan shall be governed and construed in accordance
with the laws of the State of Michigan.
8. Amendment of the Plan: The Board of Directors of the Company
may alter or amend the Plan at any time and from time to time, without
obtaining the approval of the stockholders of the Company. Except as
otherwise provided herein, no amendment to the Plan may alter, impair
or reduce the number of Restricted Shares granted under the Plan prior
to the effective date of such amendment without the written consent of
any affected Participant.
9. Right of Company to Terminate Employment: Nothing contained
in the Plan, or in any grant awarded pursuant to the Plan, shall
interfere or impair in any way with the right of the Company to
terminate the employment of the Participant at any time for any reason
with or without cause.
10. Stockholder Approval: The Plan is being initiated
anticipating stockholder approval at our next stockholder meeting.
EXHIBIT 24.1
We consent to the incorporation by reference in the VSI Holdings, Inc.
Registration Statement (Form S-8) pertaining to the VSI Holdings 1997
Restricted Stock Plan of our report dated December 7, 1998, with
respect to the consolidated financial statements of VSI Holdings, Inc.
included in its Annual Report on Form 10-K for the year ended September
30, 1998, filed with the Securities and Exchange Commission.
/s/Plante & Moran, LLP
PLANTE & MORAN, LLP
Ann Arbor, Michigan
April 20, 1999
