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 Employee Stock Purchase Program
_______________________________________________________
(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 500,000 $4.875 $2,472,949 $687.48
$.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 Holdings, Inc. 1997 Employee Stock
Purchase Program.
2. In accordance with Rule 457(c) and (h), computed with respect to
30,868 shares of Common Stock sold for an aggregate of $185,930, and
469,132 shares at $4.875 (closing price of the Common Stock on April
29, 1999) or an aggregate of $2,287,019.
VSI HOLDINGS, INC.
500,000 Shares of Common Stock $.01 Par Value
Issuable Pursuant to the 1997 VSI Holdings, Inc.
Employee Stock Purchase Program
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 Employee Stock Purchase Program (the "ESP Program")
under which up to 500,000 shares of the Company's $.01 par value Common
Stock (the "Common Stock") may be purchased by 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 ESP Program.
It is not available to any person to use for any reoffer or resale of
Common Stock purchased pursuant to the ESP Program.
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 ESP Program................................. 3
Purpose and Adoption........................................ 3
How the ESP Program Works................................... 3
Administration.............................................. 4
Shares Subject to ESP Program............................... 4
Eligibility................................................. 5
Prospectus Updating......................................... 5
Corporate Recapitalization and Reorganization............... 5
Termination and Amendment of ESP Program.................... 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 ESP PROGRAM
The following paragraphs provide a brief summary of the background
and purpose of the ESP Program, the eligibility provisions of the ESP
Program, and the operation of the ESP Program. A complete copy of the
ESP Program is an exhibit to the Registration Statement of which this
Prospectus is a part, and the description contained herein of the ESP
Program is qualified in its entirety by reference to the ESP Program
itself.
PURPOSE AND ADOPTION
The ESP Program is intended to advance the interests of the
Company by encouraging ownership of the Common Stock by full-time
employees of the Company and its subsidiaries. Such persons will
acquire a proprietary interest in the Company and an increased personal
interest in the Company's success by virtue of their ability as
shareholders to participate in the Company's growth and earnings.
Further, by participating in the ESP Program, purchasers will provide
the Company a new source of equity capital. Participation in the ESP
Program is voluntary.
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 ESP Program, and
designated its Compensation and Stock Option Committee (the
"Committee") to administer the ESP Program. Shareholders ratified the
ESP Program, and any shares issuable thereunder, at their April 8, 1998
annual meeting, and amended the ESP Program on April 20, 1999 to permit
shares to be issued to 401(k) accounts of Company employees. To date,
employees have purchased 30,868 shares of Common Stock for $185,930, or
an average of $6.0234 per share.
HOW THE ESP PROGRAM WORKS
The ESP Program provides for a series of weekly subscription
periods during which eligible persons may subscribe to buy shares of
Common Stock. The subscription price is the closing market price of
the Common Stock on the Thursday prior to the advent of the Friday
morning subscription period. The ESP Program provides that
subscriptions must be paid for in cash, by check and/or payroll
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deduction, and defines the terms and conditions of any deferred payment
opportunity. The amounts deducted through payroll deductions are
applied to the purchase at the specified price of the subscribed
shares. The Committee would determine, or authorize an officer to
determine, if the subscriber fails to complete the agreed-to purchase
of shares, whether the Company would rescind the entire subscription
and return all payroll-deducted funds, or to partially accept the
subscription to the extent that payroll-deducted funds are available.
Purchasers incur no brokerage commissions or service charges under
the ESP Program for shares purchased, which are deposited into
purchasers' separate accounts at a brokerage company designated by the
Company. Purchasers will, however, incur brokerage costs on sales of
shares purchased under the ESP Program (or transactions for shares of
any other entity), and will be responsible for any periodic maintenance
charges on the account.
ADMINISTRATION
The Board has determined that the ESP Program 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 ESP Program and any required determinations and
interpretations under the ESP Program; subject to the provisions of the
ESP Program and to policies determined by the Board, the Committee's
determinations and interpretations will be final.
SHARES SUBJECT TO ESP PROGRAM
The ESP Program provides for the issuance of up to 500,000 shares
of Common Stock pursuant to its terms, of which 30,868 have been issued
to date. Periodically, the Company will issue a block of shares to the
brokerage company which will host the accounts of subsequent purchasers
into which purchased shares will be deposited; the remaining shares
under the ESP Program will be authorized but unissued shares. The
number of shares of the Common Stock available under the ESP Program
are subject to appropriate adjustment by the Committee to prevent
dilution in the event of the subdivision or consolidation of shares, a
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stock dividend, or certain other events. Any shares of Common Stock
purchased but not paid for will be restored to the number of shares
available for issuance under the ESP Program.
ELIGIBILITY
Shares of Common Stock may be purchased under the ESP Program only
by full-time employees of the Company and its subsidiaries. Eligible
persons include salaried and hourly employees of the Company or any of
its subsidiaries.
PROSPECTUS UPDATING
It is the Company's intention to update this Prospectus from time
to time to reflect changes in the ESP Program. 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
The ESP Program 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 a reasonable adjustment.
TERMINATION AND AMENDMENT OF ESP PROGRAM
The ESP Program has no specified termination date and may be
suspended from time to time, but in the event of termination or
suspension of the ESP Program, an employee shall still be obligated to
pay any remaining amount due on shares issued to him. The Board may,
without shareholder approval, terminate, suspend or amend the ESP
Program at any time or from time to time; however, the Board may not,
without shareholder approval, amend the ESP Program to increase the
maximum number of shares which may be sold.
FEDERAL INCOME TAX CONSEQUENCES
The following is a summary of current federal income tax rules
relating to the purchase of shares.
The purchase of shares under the ESP Program is not taxable to the
employee. If an employee sells, exchanges or otherwise disposes of
shares of Common Stock acquired under the ESP Program, the employee
will 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 generally will be equal to the purchase
price of the shares. Any gain or loss recognized on such a sale or
exchange of shares acquired under the ESP Program 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.
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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 or any state or local tax law which may be
applicable to the ESP Program.
ERISA
The ESP Program is not subject to any provisions of the Employee
Retirement Income Security Act of 1974.
RESTRICTIONS ON RESALE
The ESP Program contains no provisions restricting the resale of
shares of Common Stock acquired by participants under the ESP Program
(except by "affiliates" as discussed below). Notwithstanding the
Registration Statement on Form S-8 of which this Prospectus is a part,
should the Common Stock issued pursuant to the ESP Program not be
registered under the Securities Act of 1933, as amended (the "1933
Act"), then the Company at the time of exercise 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
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
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Common Stock offered hereby, when delivered against payment therefore
as provided in the ESP Program, 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 ESP
Program, 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 Employee Stock Purchase
Program.
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) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement
II-1
(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
Rule 14a-3 or Rule 14c-3 under the Securities Exchange
Act of 1934; and where interim financial information to
II-2
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.
II-3
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
II-4
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 500,000 shares of
the Company's $.01 par value Common Stock (the "Common Stock") issuable
in connection with the Company's 1997 Employee Stock Purchase Program
(the "Program").
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 Program, when
issued as provided by the Program, 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.
EMPLOYEE STOCK PURCHASE PLAN
October 7, 1997
Visual Services has made arrangements with Merrill Lynch for you, at
your option, to purchase VSI Holdings Stock without a brokerage
commission.
The following outlines the procedures for purchase:
1. Obtain forms from Nancy Osey to open your CBA Account with Merrill
Lynch, return to same.
2. Purchases may be made on Fridays from 9am - 12 pm. You may, of
course, purchase stock on the open market through any brokerage at any
time. (the arrangement with Merrill Lynch was made to save you the
commission on your VSI Holdings Stock purchase, but you are not
obligated to use them.)
3. Purchase price will be the price of the stock closed at on Thursday.
4. Payment options are as follows:
a. You may pay for your purchase by personal check, cashier's check
or money order, or
b. If you are a full time employee, you may purchase through payroll
deductions.
c. This is subject to a minimum purchase of 50 shares.
d. Deductions may be made over 6 checks for a salaried employee and
12 checks for an hourly employee.
e. You will need to sign a payroll deduction authorization form.
5. To sell your stock, you will deal directly with Merrill Lynch and
pay the appropriate commission or brokerage charge for this service.
This program may be cancelled or amended at any time without prior
notice.
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
Employee Stock Purchase Program 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
