UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-KSB
CURRENT REPORT
PURSUANT TO SECTION 13 or 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):
AUGUST 12, 1998 (JULY 2, 1998)
VICON FIBER OPTICS CORP.
(Exact name of registrant as specified in its charter)
0-11057
(Commission file number)
Delaware 13-2615925
(State of Incorporation) (IRS Employer Identification No.)
90 Secor Lane, Pelham Manor, New York 10803
(Address of principal executive offices and zip code)
(914)-738-5006
Registrant's telephone number
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ITEM 2. ACQUISTION OR DISPOSITION OF ASSETS:
On July 2, 1998, Vicon Fiber Optics Corp. (the "Company") acquired 250,000
shares (approximately 9%) of American Entertainment Group, Inc. (AEG), doing
business as "Another Universe.com", at $2.00 per share, for a total of
$500,000.00 in cash. The 9% interest in AEG was acquired from working capital.
In addition, the Company has an option to acquire 250,000 more shares at $2.00
per share, which expires September 30,1998.
The shares of Common Stock of AEG were purchased pursuant to a private
placement dated June 30, 1998 and cannot be sold unless registered under the
Securities Act of 1933, as amended, or pursuant to an exemption under the Rules
of the Securities and Exchange Commission.
Material relationships: Allan Borkowski, a director of the Company,
beneficially owns 125,000 shares of AEG. Optivest Technologies Corp., a
privately held company, of which Allan Borkowski is a minority shareholder,
owns 250,000 shares of AEG.
A copy of the press release dated July 7, 1998 announcing the acquisition by
the Company of the 9% interest in AEG is attached herewith as Exhibit 1.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Vicon Fiber Optics Corp.
(Registrant)
/s/ Leonard Scrivo
President and Chief Executive Officer
Date: August 12, 1998
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EXHIBIT 1:
VICON FIBER OPTICS CORP.
90 Secor Lane, Pelham Manor, NY 10803
Vicon Fiber Optics Corp. Acquires Interest
in AnotherUniverse.com
RETAINS OPTION TO PURCHASE ADDITIONAL EQUITY
IN THE LEADING INTERNET RETAILER
FOR IMMEDIATE RELEASE
Pelham Manor, New York, July 7, 1998 - Vicon Fiber Optics Corp. (Nasdaq OTC -
Bulletin Board: VFOX) announced today that it has made an investment in
Another Universe.com, a private Company. Another Universe.com is the leading
Internet retailer and direct response marketer of entertainment-themed
collectibles, licensed products and gifts, and Vicon's investment represents
approximately 9% ownership. Vicon will be appointing three of five directors
to the board of Another Universe.com, and will also have an option to purchase
additional shares.
Leonard Scrivo, Vicon President & CEO, stated, "We are excited about this
investment which we consider both timely and synergistic to our marketing
needs. Internet sales (total value of goods and services purchased online) are
expected to increase from $12.4 billion in 1997 to over $425 billion by the
year 2002. Another Universe.com is not only the industry leader in its rapidly
growing retailing niche, with sales exceeding $17 million for the fiscal year
ended February 28, 1998, it has commanded much higher gross profit margins than
other Internet retailers (margins over 50% vs. an industry average of less than
17%). Furthermore, and very important to our own operations, Another
Universe.com will immediately incorporate Vicon's FANTASIA product line of
decorative fiber optic lamps into its Internet, retail and catalog operations.
Since its Internet operation is receiving over 10 million hits per month, this
new exposure, coupled with the additional retail store and catalog visibility,
should provide Vicon with a powerful new selling channel for increasing sales."
Mr. Scrivo added, "We believe we are correct in identifying the Internet as a
potentially explosive world-wide retail medium, and we are pleased to now be a
participant, as both an investor and a partnering vendor."
Located in Manassas, Virginia, Another Universe.com is one of the fastest
growing Internet entertainment-theme retailers, marketing more than 7,000 items
including toys, apparel, books, comics, games, trading cards, lithographs, and
CD-ROM, as well as select limited edition issues. Licensed merchandise
includes such titles as The X-Files, Star Wars, South Park, Godzilla, Xena,
Batman, Men In Black, Ally McBeal and Lost In Space, etc., and the Company has
developed strong relationships with licensors such as Universal, Fox, Warner
Brothers and the Sci-Fi Channel. Negotiations with
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several additional entertainment firms are currently in progress to license
the rights to their cyber-stores. In addition to operating an award winning
Internet Site (awards include Cool Site Of The Day, the Point Survey, the
Starting Point Choice, and the 1997 rec.art.comics Squiddy Award for the most
popular comics site), the Company operates 6 retail stores in the Washington
D.C. and Baltimore, MD area and a catalog fulfillment business with an active
mailing list of over 250,000 individual customers.
Another Universe.com online sales for the fiscal year ended February 28, 1998
were $1.3 million, more than 1,000% ahead of fiscal year 1997, while online
sales for the month of April, 1998 were $266,643 vs. $64,687 in April, 1997.
More importantly, page hits have grown from 800,000 per month in the first
calendar quarter of 1996 to 10.8 million per month in the first calendar
quarter of 1998.
Another Universe.com President, Steve Milo, commented, "Another Universe.com is
more than just a cyber-store, we're an entertainment experience. Our Company
has invested significant resources into creating a platform that seamlessly
mixes editorial content with commerce.
Customers come to Another Universe.com to get the latest news and information
on movies, television shows, comic books and video games. The Company has been
successful in converting these customers into buyers using dynamically
generated pages and targeted-embedded-ad-technology, and we believe that
Vicon's colorful and exciting FANTASIA lamps will fit very well with our
current product mix."
Vicon Fiber Optics Corp. produces and markets its FANTASIA line of decorative
fiber optic lamps on a national basis, and is a leading manufacturer of fiber
optic illumination systems for the dental and medical professions. For fiscal
year ended December 31, 1997, Vicon sales exceeded $4 million, and the Company
has been profitable for 25 consecutive quarters. Vicon's Corporate
Headquarters are located at 90 Secor Lane, Pelham Manor, New York 10803, and
the Company's common stock is publicly traded on the Nasdaq OTC Bulletin Board
- - Symbol VFOX.
Certain matters in this news release are forward-looking statements that are
subject to risks and uncertainties that could cause results to differ
materially from those projected or anticipated. Such risks and uncertainties
include but are not limited to market conditions, market demand, successful
product development and acceptance, company finances and the ability to finance
future requirements, competitor products and pricing, and the risks associates
with marketing and the management of growth.
FOR ADDITIONAL INFORMATION, PLEASE CONTACT:
Mr. Michael J. Funke, Investor Relations
(914)-738-5006
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