<PAGE> 1
As filed with the Securities and Exchange Commission on December 17, 1996
REGISTRATION NO. 333-15123
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________
AMENDMENT NUMBER ONE
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________
VSI ENTERPRISES, INC.
(Exact name of Registrant as specified in its charter)
Delaware 84-1104448
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
5801 Goshen Springs Road
Norcross, Georgia 30071
(770) 242-7566
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
BILL R. BREWER, PRESIDENT
5801 Goshen Springs Road
Norcross, Georgia 30071
(770) 242-7566
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
ROBERT T. MOLINET, ESQ.
SMITH, GAMBRELL & RUSSELL, LLP
3343 PEACHTREE ROAD, N.E., SUITE 1800
ATLANTA, GEORGIA 30326
Approximate date of commencement of proposed sale to the public: As
soon as practicable after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [x]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
____________________________________________
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE> 2
PROSPECTUS
7,679,700 SHARES
VSI ENTERPRISES, INC.
COMMON STOCK
_____________
The 7,679,700 shares of Common Stock (the "Common Stock") of VSI
Enterprises, Inc. (the "Company") offered hereby are being sold by certain
holders of the Common Stock of the Company named herein under "Selling
Shareholders." Unless the context otherwise requires, the holders of the
Common Stock selling shares hereunder are hereinafter collectively referred to
as the "Selling Shareholders." The Company will not receive any proceeds from
the sale of the Common Stock by the Selling Shareholders. See "Selling
Shareholders," "Plan of Distribution" and "Use of Proceeds."
The Common Stock is traded on the Nasdaq SmallCap Market under the
symbol "VSIN" and on the Boston Stock Exchange under the symbol "VSI." On
December 12, 1996, the closing price for the Common Stock, as reported on the
Nasdaq SmallCap Market, was $2.47 per share.
_____________
SEE "RISK FACTORS" ON PAGES 6 TO 8 FOR A DISCUSSION OF CERTAIN FACTORS THAT
SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE COMMON STOCK
OFFERED HEREBY.
_____________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
=====================================================================================================================
OFFERING UNDERWRITING PROCEEDS TO PROCEEDS TO
PRICE TO DISCOUNTS AND SELLING COMPANY
PUBLIC COMMISSIONS SHAREHOLDERS
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Per Share . . . . . . . . . . . . . . . See Text See Text See Text See Text
Total . . . . . . . . . . . . . . . . Below Below Below Below
=====================================================================================================================
</TABLE>
The Selling Shareholders have advised the Company that they may elect to
offer for sale and to sell the Common Stock from time to time in one or more
transactions through brokers in the over-the-counter market, in private
transactions, or otherwise, in each case at market prices then prevailing or
obtainable. Accordingly, sales prices and proceeds to the Selling Shareholders
will depend upon price fluctuations and the manner of sale. The Selling
Shareholders may effect such transactions by selling to or through one or more
broker-dealers, and such broker-dealers may receive compensation in the form of
underwriting discounts, brokerage commissions or similar fees in amounts which
may vary from transaction to transaction. Such brokerage commissions and
charges and the legal fees, if any, will be paid by the Selling Shareholders.
The Company will bear all other expenses in connection with registering the
shares offered hereby, which expenses are estimated to total approximately
$25,000. See "Plan of Distribution."
_____________
The date of this Prospectus is December 17, 1996
<PAGE> 3
AVAILABLE INFORMATION
The Company is subject to certain informational requirements of the
Securities Exchange Act of 1934 (the "1934 Act") and, in accordance therewith,
files reports and other information with the Securities and Exchange Commission
(the "Commission"). Such reports and other information can be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the Commission's
regional offices located at Seven World Trade Center, 13th Floor, New York, New
York 10048 and 500 West Madison Street, Chicago, Illinois 60661. Copies of
such material can also be obtained at prescribed rates by writing to the
Securities and Exchange Commission, Public Reference Section, 450 Fifth Street,
N.W., Washington, D.C. 20549. In addition, the Commission maintains a web site
that contains reports, proxy and information statements and other information
regarding the Company at http://www.sec.gov. Such reports, proxy statements
and other information concerning the Company may also be inspected at the
offices of the National Association of Securities Dealers, Inc., 1735 K Street,
N.W., Washington, D.C. 20006-1506 and the Boston Stock Exchange, One Boston
Place, Boston, MA 02108.
The Company has filed a Registration Statement on Form S-3 (together
with all amendments and exhibits filed or to be filed in connection therewith,
the "Registration Statement") under the Securities Act of 1933, as amended,
with respect to the Common Stock offered hereby. This Prospectus does not
contain all the information set forth in the Registration Statement, certain
parts of which are omitted in accordance with the rules and regulations of the
Commission. Statements contained herein concerning the provisions of documents
are necessarily summaries of such documents, and each statement is qualified in
its entirety by reference to the copy of the applicable document filed with the
Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed with the Commission pursuant
to the 1934 Act are hereby incorporated in this Prospectus by reference:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1995;
2. The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996;
3. The Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1996;
4. The Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1996;
5. The Company's Current Report on Form 8-K dated June 28, 1996;
6. The Company's Amendment No. 1 on Form 8-K/A dated September
10, 1996 to its Current Report on Form 8-K dated June 28,
1996;
7. The Company's Current Report on Form 8-K dated October 2,
1996;
8. The Company's Amendment No. 1 on Form 8-K/A dated November 21,
1996 to its Current Report on Form 8-K dated October 2, 1996;
9. The Company's Amendment No. 2 on Form 8-K/A dated December
13, 1996 to its Current Report on Form 8-K dated October 2,
1996; and
10. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A as filed with the
Commission on November 12, 1991.
All documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the 1934 Act subsequent to the date of this Prospectus and prior
to the termination of this offering shall be deemed to be incorporated by
reference into this Prospectus and to be a part hereof from the respective
dates of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent that
a statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
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<PAGE> 4
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified and superseded, to constitute a part of
this Prospectus.
The Company will provide without charge to each person to whom a
Prospectus is delivered, upon written or oral request of such person, a copy of
any and all of the information that has been incorporated by reference in this
Prospectus (excluding exhibits unless such exhibits are specifically
incorporated by reference into such documents). Please direct such requests to
Investor Relations Department, VSI Enterprises, Inc., 5801 Goshen Springs Road,
Norcross, Georgia 30071, telephone number (770) 242-7566.
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<PAGE> 5
THE COMPANY
GENERAL
VSI Enterprises, Inc. (the "Company") engages in the business of
designing, manufacturing, and marketing turnkey interactive group
videoconferencing systems (the "VSI Systems"). Each VSI System is designed
with open software and modular subsystems which allow a VSI System to be
expanded or reconfigured as technologies, user requirements, or new
applications evolve. The Company's products are designed to allow multiple
participants at geographically dispersed sites to see and hear each other on
live television and share graphical and pictorial information using standard
commercially available telecommunications transmission facilities. The Company
integrates standard video, audio, and transmission components with its own
proprietary video, audio, and computer control components and software.
The Company's open software and modular subsystems streamline
production and allow the product to be tailored to meet customers' specific
needs without the necessity of custom design. The Company's lead product,
introduced in November 1993, is marketed under the trade name Omega(TM).
Customers are offered a variety of option packages to fit specific
applications. Customers are also offered upgrade packages that make the
Company's new product compatible with older models. To date, the Company has
sold over 1,190 videoconferencing systems to approximately 250 customers,
including such companies as NationsBank, NYNEX, Duracell and Johnson & Johnson,
as well as various federal government departments and agencies.
The Company was incorporated under the laws of Delaware on September
19, 1988 as Fi-Tek III, Inc. ("Fi-Tek") for the purpose of raising capital and
to seek out business opportunities in which to acquire an interest. On August
21, 1990, the Company acquired 89.01% of the total common stock and common
stock equivalents then issued and outstanding of Videoconferencing Systems,
Inc., a Delaware corporation ("VSI"). VSI was founded in 1985 through the
acquisition of a portion of the assets of a Sprint Corporation
videoconferencing subsidiary. In December 1990, the Company changed its name
from Fi-Tek III, Inc. to VSI Enterprises, Inc. During the first half of 1991,
the Company acquired the remaining additional outstanding shares of common
stock of VSI. The Company's U.S. operations are conducted principally through
VSI.
On July 31, 1992, the Company acquired substantially all of the
outstanding shares of Common Stock of CyberVision, n.v., a Belgian corporation,
in exchange for 1,340,000 shares of Common Stock of the Company and 130,000
Common Stock Purchase Warrants of the Company. In April 1994, the Company
changed the name of CyberVision, n.v. to Videoconferencing Systems, n.v.
(hereinafter referred to as "VSI Europe") to permit both companies to market
products under the common trade name of "VSI." VSI Europe is an integrator and
distributor of videoconference components (including those of the Company) in
Europe and has installed videoconference room systems at sites in the United
Kingdom, France, Germany, Belgium, the Netherlands, Luxembourg, Italy, Denmark,
Sweden, Spain, Portugal, Ireland and Switzerland. VSI Europe has offices
located in London, Paris and Antwerp.
In April 1995, the Company acquired cR Solutions, a software company
whose products include a reservation system for the management of
videoconferencing systems. This business is being operated by the Company
through its VSI Solutions, Inc. subsidiary ("VSI Solutions"). The Company
acquired cR Solutions in exchange for 188,000 shares of Common Stock of the
Company plus contingent consideration based on future sales by the Company of
cR Solutions products.
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<PAGE> 6
On June 28, 1996, the Company acquired Integrated Network Services,
Inc. ("INS"), a company engaged in the design, installation and support of
local and wide area networks, primarily for the healthcare industry. This
business will be operated by the Company through its VSI Network Services, Inc.
subsidiary ("VSINS"). The Company acquired INS in exchange for 500,000 shares
of Common Stock of the Company in a transaction accounted for as a pooling of
interests.
On October 2, 1996, the Company acquired Eastern Telecom, Inc.
("ETI"), a company engaged in the business of marketing and sales of
telecommunications services and products. This business will be operated as a
wholly-owned subsidiary of the Company. The Company acquired ETI in exchange
for 2,007,339 shares of Common Stock of the Company and $3.5 million cash.
VSI, VSI Europe, VSI Solutions, VSINS and ETI will continue their
respective businesses as operating subsidiaries of the Company. References to
the Company herein refer to VSI Enterprises, Inc., VSI, VSI Europe, VSI
Solutions, VSINS and ETI as a consolidated operation, unless the context
indicates otherwise.
The Company's principal executive offices and manufacturing facilities
are located at 5801 Goshen Springs Road, Norcross, Georgia 30071, and its
telephone number is (770) 242-7566.
RECENT DEVELOPMENTS
In June 1996, the Company elected John R. Evans, age 47, as its Vice
President of Operations. From May 1995 to June 1996, Mr. Evans served as
Southeastern Sales Director of the Company. Mr. Evans served in various
capacities with BellSouth Corporation from 1974 to 1994, including most
recently as its Director of Broadband Planning.
In July 1996, Edward S. Redstone, age 68, was elected to the Board of
Directors of the Company. Mr. Redstone has been a private investor since 1994.
From 1984 to 1994, he served as Chairman of the Board of Martha's Vineyard
National Bank.
In October 1996 the Company elected Mark E. Munro, age 34, as its
President - Sales/Marketing and Distribution. In addition, in November 1996
Mr. Munro was elected to the Board of Directors of the Company. Mr. Munro has
served as President of Eastern Telecom, Inc., a telecommunications company
acquired by the Company in October 1996, since 1987.
In August 1996, the Company announced changes in the responsibilities
of its executive officer management team. Bill R. Brewer was named President
and Chief Operating Officer, and Leo M. Cortjens was named President of
Corporate and Product Development and Chief Technical Officer, reporting to Mr.
Brewer. Richard K. Snelling, the Company's Chairman and Chief Executive
Officer, assumed direct responsibility and oversight of VSI Europe.
On September 30, 1996, the Company issued $5,000,000 of 5% Convertible
Debentures due September 1999 (the "Debentures"), the proceeds of which were
utilized to fund the cash portion of the acquisition of ETI and for working
capital purposes. The Debentures are convertible into shares of Common Stock
of the Company at the option of the holder at any time and by the Company at
any time subsequent to September 30, 1997 in the event that the price per share
of the Common Stock of the Company has increased by not less than 50% from the
time of funding to the time of conversion by the Company. Any conversions
(whether by the Company or the Debenture holders) shall be at a price equal to
the lesser of (i) 80% of the current market value of the Common Stock of the
Company or (ii) the market value of the Common Stock of the Company at the date
of funding.
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<PAGE> 7
RISK FACTORS
THE PURCHASE OF THE SECURITIES OFFERED HEREBY INVOLVES SIGNIFICANT
RISKS. PROSPECTIVE INVESTORS SHOULD GIVE CAREFUL ATTENTION TO THE FOLLOWING
STATEMENTS RESPECTING CERTAIN RISKS APPLICABLE TO THE OFFERING.
Dependence upon Subsidiaries. Since the Company's sole business
henceforth is expected to be that of its subsidiaries, the Company is subject
to the risks associated with being wholly dependent upon the performance of its
subsidiaries.
Working Capital Requirements; Need for Additional Financing. The
Company may require additional capital or other financing to finance its
operations and continued growth. The Company may seek additional equity
financing through the sale of securities on a public or a private placement
basis on such terms as are reasonably attainable. There can be no assurance
that the Company will be able to obtain such financing when needed, or that if
obtained, it will be sufficient or on terms and conditions acceptable to the
Company.
No History of Profitability. After eight years of operations, the
Company has not reported any profits for a full year of operations. The
Company incurred net losses of $4,592,340 and $2,662,354 during the years ended
December 31, 1995 and 1994, respectively. As a consequence, the Company had an
accumulated deficit of $17,353,654 and $12,761,314 at the end of each of these
periods, respectively. There can be no certainty regarding the Company's
ability to achieve or sustain profitability in the future. Whether or not VSI
is able to operate profitably, the Company may require additional capital to
finance its operations. Management believes that the Company's ability to
continue operations is dependent upon successfully obtaining additional funds
through debt or equity financing to provide working capital and other funds for
operations, and ultimately, the achievement of profitability. There can be no
assurance that the Company will be successful in achieving these goals.
Technological Change and New Products. The market for the Company's
products is characterized by rapidly changing technology, evolving industry
standards and frequent product introductions. Product introductions are
generally characterized by increased functionality and better picture quality
at reduced prices. The introduction of products embodying new technology may
render existing products obsolete and unmarketable. The Company's ability to
successfully develop and introduce on a timely basis new and enhanced products
that embody new technology, and achieve levels of functionality and price
acceptable to the market will be a significant factor in the Company's ability
to grow and to remain competitive. If the Company is unable, for technological
or other reasons, to develop competitive products in a timely manner in
response to changes in the industry, the Company's business and operating
results will be materially and adversely affected.
Integration of Acquired Businesses. An important element of the
Company's growth strategy is to expand through acquisitions. The Company's
future success is dependent upon its ability to finance and effectively
integrate acquired businesses with the Company's operations. Although the
Company believes that it will be able to effect such integration, there can be
no assurance that INS, ETI or future acquisitions will be successfully
integrated or that any such acquisition will otherwise be successful. In
addition, the financial performance of the Company is now and will continue to
be subject to various risks associated with the acquisition of businesses,
including the financial effects associated with the integration of such
businesses. There can be no assurance that the Company's acquisition strategy
will be successful.
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<PAGE> 8
Dependence on Third Parties. Substantially all of the Company's
components, subsystems and assemblies are made by outside vendors. Disruption
in supply, a significant increase in price of one or more of these components
or failure of a third-party supplier to remain competitive in functionality or
price could have a material adverse effect on the Company's business and
operating results. There can be no assurance that the Company will not
experience such problems in the future. Similarly, excessive rework costs
associated with defective components or process errors associated with the
Company's anticipated new product line of videoconferencing systems could
adversely affect the Company's business and operating results.
Foreign Sales and Operations. During fiscal 1995, revenues from
international sales represented approximately 22% of the Company's net product
sales, as compared to 27% of net product sales during the year ended December
31, 1994. The Company's profitability and financial condition therefore will
be impacted by the success of these foreign operations. International sales
and operations are subject to inherent risks, including difficulties and delays
in obtaining pricing approvals and reimbursement, unexpected changes in
regulatory requirements, tariffs and other barriers, political instability,
difficulties in staffing and managing foreign operations, longer payment
cycles, greater difficulty in accounts receivable collection and adverse tax
consequences. Currency translation gains and losses on the conversion to
United States dollars from international operations could contribute to
fluctuations in the Company's results of operations. If for any reason
exchange or price controls or other restrictions on the conversion or
repatriation of foreign currencies were imposed, the Company's operating
results could be adversely affected. There can be no assurance that these
factors will not have an adverse impact on the Company's future international
sales and operations and, consequently, on the Company's operating results.
Concentration of Customers. The Company sells videoconferencing
systems to a number of major customers. During fiscal 1995, approximately 20%
of the Company's net product sales were to Duracell International and
approximately 11% of the Company's net product sales were to NYNEX. There can
be no assurance that the loss of one or more of these customers will not have
an adverse effect on the Company's operations.
Dependence on Key Employees and Management Growth. The Company's
development, management of its growth and other activities depend on the
efforts of key management and technical employees. Competition for such
persons is intense. The Company uses incentives, including competitive
compensation and stock option plans, to attract and retain well-qualified
employees. There can be no assurance, however, that the Company will continue
to attract and retain personnel with the requisite capabilities and experience.
The loss of one or more of the Company's key management or technical personnel
also could adversely affect the Company. The Company does not have employment
agreements with its key management personnel or technical employees. The
Company's future success is also dependent upon its ability to effectively
attract, retain, train, motivate and manage its employees. Failure to do so
could have a material adverse effect on the Company's business and operating
results.
Competition. Competition in the video communications market is
intense. In the videoconferencing market, the Company's primary competitors
are PictureTel Corporation, Compression Labs, Incorporated and VTEL
Corporation, each of which has greater resources and market share than those of
the Company. The Company expects other competitors, some with significantly
greater technical and financial resources, to enter the videoconferencing
market. If the Company cannot continue to offer new videoconferencing products
with improved performance and reduced cost, its competitive position will
erode. Moreover, competitive price reductions may adversely affect the
Company's results of operations.
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<PAGE> 9
Fluctuations in Quarterly Performance. The Company's product sales
have historically been derived primarily from the sale of videoconferencing
systems and related equipment, the market for which is still developing. In
addition, the Company's revenues occur predominantly in the third month of each
fiscal quarter. Accordingly, the Company's quarterly results of operations are
difficult to predict, and delays in the closing of sales near the end of the
quarter could cause quarterly revenues and, to a greater degree, operating and
net income to fall substantially short of anticipated levels. The Company's
total revenues and net income levels could also be adversely affected by
cancellations or delays of orders, interruptions or delays in the supply of key
components, changes in customer base or product mix, seasonal patterns of
capital spending by customers, delays in purchase decisions due to new product
announcements by the Company or its competitors, increased competition and
reductions in average selling prices.
No Assurance of Continued Trading Market in Company Securities. The
Company's Common Stock is traded on the Nasdaq SmallCap Market and on the
Boston Stock Exchange. There is no assurance that a public market for the
Company's Common Stock will continue to be made or that persons purchasing the
Company's securities will be able to avail themselves of a public trading
market for the Common Shares in the future.
In order for the Company's Common Stock to be eligible for continued
listing on the Nasdaq SmallCap Market, the Common Stock must, among other
things, have a minimum bid price per share of $1.00; provided, however that the
Company is not required to maintain the $1.00 per share minimum bid price if it
maintains market value of public float of not less than $1 million and capital
and surplus of not less than $2 million. The Company's Common Stock currently
is trading at a price in excess of $1.00 per share and as of June 30, 1996, the
Company had in excess of $2 million in capital and surplus. Net losses in
future periods, however, may result in the Company's capital and surplus
falling below Nasdaq's minimum requirements. There can be no assurance that
the Company will remain in compliance with Nasdaq's continued listing
requirements. If the Common Stock is delisted by Nasdaq, the trading market
for the Common Stock will be adversely affected, as price quotations for the
Common Stock will not be as readily obtainable.
No Dividends. The Company has never paid cash dividends on its Common
Stock and has no plans to pay cash dividends in the foreseeable future. The
policy of the Company's Board of Directors is to retain all available earnings
for use in the operation and expansion of the Company's business.
Possible Issuance of Preferred Stock. The Company is authorized to
issue up to 800,000 shares of Preferred Stock, $.00025 par value (the
"Preferred Stock"). Preferred Stock may be issued in one or more series, the
terms of which may be determined at the time of issuance by the Board of
Directors, without further action by stockholders, and may include voting
rights (including the right to vote as a series on particular matters),
preferences as to dividends and liquidation, conversion and redemption rights
and sinking fund provisions. No Preferred Stock is currently outstanding and
the Company has no present plans for the issuance thereof. The issuance of any
Preferred Stock could affect the rights of the holders of Common Stock, and
therefore, reduce the value of the Common Stock and make it less likely that
holders of Common Stock would receive a premium for the sale of their shares of
Common Stock. In particular, specific rights granted to future holders of
Preferred Stock could be issued to restrict the Company's ability to merge with
or sell its assets to a third party.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of
shares of the Common Stock by the Selling Shareholders. See "Selling
Shareholders" for a list of those persons who will receive the proceeds from
such sales.
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<PAGE> 10
SELLING SHAREHOLDERS
The following table sets forth certain information regarding the
beneficial ownership of the Company's Common Stock as of October 15, 1996 by
the shareholders of the Company who are offering securities pursuant to this
Prospectus (the "Selling Shareholders"). "Beneficial Ownership" includes
shares for which an individual, directly or indirectly, has or shares voting or
investment power or both. All of the listed persons have sole voting and
investment power over the shares listed opposite their names unless otherwise
indicated in the notes below.
<TABLE>
<CAPTION>
BEFORE THE OFFERING AFTER THE OFFERING
----------------------- ----------------------
NUMBER SECURITIES TO NUMBER
NAME OF BENEFICIAL BENEFICIALLY PERCENT BE SOLD BENEFICIALLY PERCENT
OWNER OWNED OF CLASS IN OFFERING OWNED OF CLASS
- ------------------ ------------- -------- ------------- ------------ --------
<S> <C> <C> <C> <C> <C>
Jose I. Amaya . . . . . . . . . . . . . . . . 705 * 705 0 0
Michael D. Anderson . . . . . . . . . . . . . 4,230 * 4,230 0 0
Linda Barnett . . . . . . . . . . . . . . . . 705 * 705 0 0
Garth E. Beard . . . . . . . . . . . . . . . 5,287 * 5,287 0 0
Andre van den Bogaert(1) . . . . . . . . . . 60,000(2) * 25,000 35,000(2) *
William J. Boing . . . . . . . . . . . . . . 5,287 * 5,287 0 0
B.R. Brewer(3) . . . . . . . . . . . . . . . 152,977(4) * 4,608 148,369(4) *
Roger D. Brown . . . . . . . . . . . . . . . 13,825 * 13,825 0 0
John T. Buchanan . . . . . . . . . . . . . . 5,000 * 5,000 0 0
Kevin T. Burks . . . . . . . . . . . . . . . 1,410 * 1,410 0 0
Larry M. Carr and Sharon R. Carr, JTWROS(5) . 1,893,880(6) 4.8 45,000 1,848,880(6) 4.7
Peter Clarke . . . . . . . . . . . . . . . . 122,091 * 122,091 0 0
Peter Clarke, II . . . . . . . . . . . . . . 1,410 * 1,410 0 0
Robert Connely . . . . . . . . . . . . . . . 10,173 * 10,173 0 0
Susan M. Daignault . . . . . . . . . . . . . 5,287 * 5,287 0 0
John E. Daly . . . . . . . . . . . . . . . . 23,042 * 23,042 0 0
Charles B. Dedwylder and Diana
Dedwylder, JTWROS . . . . . . . . . . . . 5,000 * 5,000 0 0
Bruce M. Done . . . . . . . . . . . . . . . . 4,608 * 4,608 0 0
James R. Driver . . . . . . . . . . . . . . . 1,057 * 1,057 0 0
Tom Eaton . . . . . . . . . . . . . . . . . . 4,794 * 4,794 0 0
Peggy Edwards . . . . . . . . . . . . . . . . 9,165 * 9,165 0 0
Tom Edwards . . . . . . . . . . . . . . . . . 9,165 * 9,165 0 0
</TABLE>
__________________________________
* Less than 1% of outstanding shares.
(1) Mr. van den Bogaert serves as a director of the Company.
(2) Includes 35,000 shares subject to presently exercisable stock options.
(3) Mr. Brewer serves as President and Chief Operating Officer of the
Company.
(4) Includes 62,000 shares subject to presently exercisable stock options.
(5) Mr. Carr serves as a director of the Company.
(6) Includes 50,000 shares subject to presently exercisable stock options
and 250,000 shares subject to presently exercisable Common Stock
Purchase Warrants.
-9-
<PAGE> 11
<TABLE>
<CAPTION>
BEFORE THE OFFERING AFTER THE OFFERING
----------------------- ----------------------
NUMBER SECURITIES TO NUMBER
NAME OF BENEFICIAL BENEFICIALLY PERCENT BE SOLD BENEFICIALLY PERCENT
OWNER OWNED OF CLASS IN OFFERING OWNED OF CLASS
- ------------------ ------------- -------- ------------- ------------ --------
<S> <C> <C> <C> <C> <C>
Fairway Capital, Limited(7) . . . . . . . . . 575,832 1.5 575,832 0 0
Raymond P. Fry and Marilyn T. Fry, JTWROS . . 22,800 * 5,000 17,800 *
Ned Greel Giddens . . . . . . . . . . . . . . 352 * 352 0 0
Alex R. Godinez . . . . . . . . . . . . . . . 1,410 1,410 0 0
Donald D. Grantges and Carol S.
Grantges, JTWROS . . . . . . . . . . . . . 23,000 * 23,000 0 0
James P.S. Griffith, Jr. . . . . . . . . . . 30,000 * 20,000 10,000 *
Joseph E. Groft . . . . . . . . . . . . . . . 1,410 * 1,410 0 0
Frank W. Hilliard . . . . . . . . . . . . . . 96,100 * 26,000 70,100 *
William L. Hixon, Jr. . . . . . . . . . . . . 15,000 * 10,000 5,000 *
Rod Hollenbeck . . . . . . . . . . . . . . . 63,817 * 63,817 0 0
Infinity Investors, Ltd.(7) . . . . . . . . . 817,018 2.1 817,018 0 0
John R. James . . . . . . . . . . . . . . . . 705 * 705 0 0
Richard Derek Jordan . . . . . . . . . . . . 352 * 352 0 0
James J. Keefe . . . . . . . . . . . . . . . 352 * 352 0 0
Kenneth R. Leggett . . . . . . . . . . . . . 15,000 * 10,000 5,000 *
Frank A. Liddell, Jr. . . . . . . . . . . . . 25,000 * 25,000 0 0
James L. Lollar . . . . . . . . . . . . . . . 49,000 * 10,000 39,000 *
Michael K. Love . . . . . . . . . . . . . . . 30,000 * 15,000 15,000 *
Patricia A. Lyons . . . . . . . . . . . . . . 3,525 * 3,525 0 0
James McGuire . . . . . . . . . . . . . . . . 3,525 * 3,525 0 0
Mark E. Munro(8) . . . . . . . . . . . . . . 2,007,339 (9) 5.2 2,007,339(9) 0 0
Susan S. Munro . . . . . . . . . . . . . . . 2,007,339(10) 5.2 2,007,339(10 0 0
</TABLE>
__________________________________
* Less than 1% of outstanding shares.
(7) Shares are issuable by the Company upon the conversion of 5%
Convertible Debentures due September 1999. The Convertible
Debentures are convertible into shares of Company Common Stock on the
basis of a floating conversion ratio dependent in part on the market
price of the Company Common Stock at the time of conversion and,
therefore, cannot be determined at this time. The number of shares of
Company Common Stock listed as beneficially owned by the Selling
Stockholder assumes that all of the Convertible Debentures beneficially
owned by such Selling Stockholder were converted on December 12, 1996.
The Company has reserved for issuance, and this Prospectus includes, up
to 4,000,000 shares of Common Stock issuable upon the conversion of the
Convertible Debentures, as follows: Fairway Capital, Limited - 826,840
shares; Infinity Investors, Ltd. - 1,173,160 shares; and Southbrook
International Investments, Ltd. - 2,000,000 shares. As of December 12,
1996, 124,674 shares of Common Stock had been issued to Southbrook
International Investments, Inc. upon the conversion of a portion of its
Convertible Debentures. The Convertible Debentures limit the conversion
right of the holder thereof such that the maximum number of shares of
Company Common Stock issuable upon conversion of such Convertible
Debentures may not exceed 4.9% of the then issued and outstanding shares
of Company Common Stock following such conversion.
(8) Mr. Munro serves as President - Sales/Marketing and Distribution of
the Company.
(9) Includes 1,003,670 shares owned by Mr. Munro s spouse. Mr. Munro's
address is 300 Metro Center Boulevard, Warwick, Rhode Island 02886.
(10) Includes 1,003,669 shares owned by Ms. Munro s spouse. Ms. Munro's
address is 300 Metro Center Boulevard, Warwick, Rhode Island 02886.
-10-
<PAGE> 12
<TABLE>
<CAPTION>
BEFORE THE OFFERING AFTER THE OFFERING
-------------------------- ----------------------
NUMBER SECURITIES TO NUMBER
NAME OF BENEFICIAL BENEFICIALLY PERCENT BE SOLD BENEFICIALLY PERCENT
OWNER OWNED OF CLASS IN OFFERING OWNED OF CLASS
- ------------------ ------------- -------- ------------- ------------ --------
<S> <C> <C> <C> <C> <C>
Kathleen A. Murray . . . . . . . . . . . . . 3,225 * 3,225 0 0
Kathleen E. Murray . . . . . . . . . . . . . 2,300 * 2,300 0 0
Jerry W. O'Rear and Margaret O'Rear, JTWROS . 36,041 * 23,041 13,000 *
Bruce L. Pecaro . . . . . . . . . . . . . . . 30,000 * 30,000 0 0
Vincent J. Pecaro and Gerrie A. Pecaro . . . 42,000 * 42,000 0 0
Richard L. Peranton . . . . . . . . . . . . . 25,000 * 25,000 0 0
Mark Putnam . . . . . . . . . . . . . . . . . 38,845 * 38,845 0 0
April Rains . . . . . . . . . . . . . . . . . 2,500 * 2,500 0 0
Theodore M. Rains . . . . . . . . . . . . . . 282,800 * 45,000 217,800 *
Edward S. Redstone(11) . . . . . . . . . . . 2,382,500(12) 6.1 500,000 1,882,500(12) 4.8
Bart Riley . . . . . . . . . . . . . . . . . 5,287 * 5,287 0 0
Manuel Riveros . . . . . . . . . . . . . . . 5,287 * 5,287 0 0
Dianne Rogers . . . . . . . . . . . . . . . . 122,091 * 122,091 0 0
Sean Rogers . . . . . . . . . . . . . . . . . 1,410 * 1,410 0 0
Christina Ruenger . . . . . . . . . . . . . . 17,830 * 16,130 1,700 *
Stuart R. Russell . . . . . . . . . . . . . . 2,500 * 2,500 0 0
Antonio Saavedra . . . . . . . . . . . . . . 3,535 * 3,525 0 0
Jack Sable . . . . . . . . . . . . . . . . . 63,817 * 63,817 0 0
R. Allen Schubert . . . . . . . . . . . . . . 10,000 * 10,000 0 0
Richard A. Schubert . . . . . . . . . . . . . 25,000 * 25,000 0 0
Allen B. Slack, Jr. . . . . . . . . . . . . . 2,500 * 2,500 0 0
Cathy Slack . . . . . . . . . . . . . . . . . 2,500 * 2,500 0 0
Larry Slack . . . . . . . . . . . . . . . . . 2,500 * 2,500 0 0
Larry and Kathy Slack, JTWROS . . . . . . . . 5,000 * 5,000 0 0
Renerick Spencer Slack . . . . . . . . . . . 2,500 * 2,500 0 0
Smith, Gambrell & Russell, LLPA(13) . . . . . 50,000 * 50,000 0 0
Eric Smith . . . . . . . . . . . . . . . . . 1,410 * 1,410 0 0
Richard K. Snelling(14) . . . . . . . . . . . 1,095,721(15) 2.8 46,082 1,049,639(15) 2.7
Southbrook International Investments, Ltd.(7) 1,392,851 3.5 1,392,851 0 0
Stewart W. Stanbro . . . . . . . . . . . . . 1,762 * 1,762 0 0
Edmund W. Trainor . . . . . . . . . . . . . . 10,000 * 10,000 0 0
</TABLE>
- -----------------------------
* Less than 1% of outstanding shares
(11) Mr. Redstone serves as a director of the Company.
(12) Includes 20,000 shares subject to presently exercisable stock options
and 2,500 shares owned by Mr. Redstone's spouse. Mr. Redstone's
address is 709 Monument Street, Concord, Massachusetts 01742.
(13) Smith, Gambrell & Russell, LLP serves as the Company's outside legal
counsel. The shares of Common Stock offered hereby were issued
to Smith, Gambrell & Russell, LLP in payment of legal services rendered
to the Company.
(14) Mr. Snelling serves as Chairman of the Board and Chief Executive
Officer of the Company.
(15) Includes 186,666 shares subject to presently exercisable stock options
and 229,498 shares owned by Mr. Snelling's spouse.
-11-
<PAGE> 13
<TABLE>
<CAPTION>
BEFORE THE OFFERING AFTER THE OFFERING
-------------------------- ----------------------
NUMBER SECURITIES TO NUMBER
NAME OF BENEFICIAL BENEFICIALLY PERCENT BE SOLD BENEFICIALLY PERCENT
OWNER OWNED OF CLASS IN OFFERING OWNED OF CLASS
- ------------------ ------------- -------- ------------- ------------ --------
<S> <C> <C> <C> <C> <C>
NFSC/FMT SEP APX-868647 fbo
Jeffrey M. Travis . . . . . . . . . . . . . 14,685 * 5,500 9,185 *
Ramon Van Kallen . . . . . . . . . . . . . . 352 * 352 0 0
Dennis Vehovic . . . . . . . . . . . . . . . 7,000 * 7,000 0 0
J. Virgil Waggoner . . . . . . . . . . . . . 50,000 * 20,000 30,000 *
James M. Walker, Jr. . . . . . . . . . . . . 10,000 * 7,000 3,000 *
Joseph H. Wombwell . . . . . . . . . . . . . 15,000 * 15,000 0 0
</TABLE>
DESCRIPTION OF SECURITIES
The authorized capital stock of the Company consists of 46,000,000
shares of Common Stock of $.00025 par value and 800,000 shares of Preferred
Stock of $.00025 par value, issuable in series, the relative rights and
preferences of which may be designated by the Board of Directors.
COMMON STOCK
Each record holder of Common Stock is entitled to one vote for each
share held on all matters properly submitted to the stockholders for their
vote. Cumulative voting for the election of directors is not permitted by the
Certificate of Incorporation. Holders of outstanding Common Shares are
entitled to those dividends declared by the Board of Directors out of legally
available funds; and, in the event of liquidation, dissolution, or winding up
of the affairs of the Company, holders are entitled to receive, ratably, the
net assets of the Company available to holders of Common Shares after
distribution is made to the preferred stockholders (see "Preferred Stock,"
below). Holders of outstanding Common Shares have no preemptive, conversion,
or redemptive rights. All of the issued and outstanding Common Shares are, and
all unissued shares when issued pursuant to the exercise of Warrants will be,
duly authorized, validly issued, fully paid, and nonassessable.
PREFERRED STOCK
The Company is authorized to issue up to 800,000 shares of $.00025 par
value Preferred Stock, none of which is outstanding. The Board of Directors
has the power, without further action by the stockholders, to divide any and
all shares of Preferred Stock into series and to fix and determine the relative
rights and preferences of the Preferred Stock, such as the designation of
series and the number of shares constituting such series, dividend rights,
redemption and sinking fund provisions, liquidating and dissolution
preferences, conversion or exchange rights and voting rights, if any.
Issuances of Preferred Stock by the Board of Directors may result in such
shares having senior dividend and/or liquidation preferences to the holders of
shares of Common Stock and may dilute the voting rights of such holders.
Issuances of Preferred Stock, while providing desirable flexibility in
connection with possible acquisitions and other corporate purposes, could,
among other things, adversely affect the voting rights of holders of the Common
Stock. In addition, the issuance of Preferred Stock could make it more
difficult for a third party to acquire a majority of the outstanding voting
stock. Accordingly, the issuance of Preferred Stock may be used as an
"anti-takeover" device without further action on the part of the stockholders
of the Company. The Company has no present plans to issue any shares of
Preferred Stock.
-12-
<PAGE> 14
TRANSFER AGENT
SunTrust Bank, Atlanta, acts as the Transfer Agent for the Common
Shares of the Company.
PLAN OF DISTRIBUTION
The shares of Common Stock offered hereby for the benefit of the
Selling Shareholders were originally issued by the Company pursuant to the
private placement exemption from registration provided in Sections 3(b) and/or
4(2) of the Securities Act of 1933, as amended. The Company has agreed to
register the shares for resale by the Selling Shareholders. The Company will
not receive any of the proceeds from the sale of such shares by the Selling
Shareholders.
The Common Stock may be sold from time to time by the Selling
Shareholders, or by pledgees, donees, transferees or other successors in
interest. Such sales may be made on one or more exchanges or in the
over-the-counter market, or otherwise, at prices and at terms then prevailing
or at prices related to the then current market price, or in negotiated
transactions. Accordingly, sales prices and proceeds to the Selling
Shareholders will depend upon market price fluctuations and the manner of sale.
The shares may be sold by one or more of the following, without limitation: (a)
a block trade in which the broker or dealer so engaged will attempt to sell the
shares as agent but may position and resell a portion of the block as principal
to facilitate the transaction, (b) purchases by a broker or dealer as principal
and resale by such broker or dealer or for its account pursuant to the
Prospectus, as supplemented, (c) an exchange distribution in accordance with
the rules of such exchange, and (d) ordinary brokerage transactions and
transactions in which the broker solicits purchasers. In addition, any
securities covered by the Prospectus which qualify for sale pursuant to Rule
144 may be sold under Rule 144 rather than pursuant to the Prospectus, as
supplemented. From time to time the Selling Shareholders may engage in short
sales, short sales against the box, puts and calls and other transactions in
securities of the Company or derivatives thereof, and may sell and deliver the
shares in connection therewith.
From time to time Selling Shareholders may pledge their shares
pursuant to the margin provisions of their respective customer agreements with
their respective brokers. Upon a default by a Selling Shareholder, the broker
may offer and sell the pledged shares of Common Stock from time to time as
described hereunder.
The Selling Shareholders may effect transactions by selling to or
through one or more broker-dealers, and such broker-dealers may receive
compensation in the form of underwriting discounts, brokerage commissions or
similar fees in amounts which may vary from transaction to transaction. The
Selling Shareholders will pay such brokerage commissions and charges, as well
as the fees and expenses of any counsel retained by them in connection with
this offering. The Company will bear all other expenses in connection with
registering the shares offered hereby, which expenses are estimated to total
approximately $25,000.
LEGAL MATTERS
Certain legal matters with respect to the legality of the shares of
Common Stock offered hereby have been passed upon for the Company by Smith,
Gambrell & Russell, LLP, Atlanta, Georgia. As of December 12, 1996, Smith,
Gambrell & Russell, LLP owned an aggregate of 50,000 shares of Common Stock,
which shares are being offered hereby. See "SELLING SHAREHOLDERS."
-13-
<PAGE> 15
EXPERTS
The financial statements of the Company as of December 31, 1995 and
1994 and for the fiscal years ended December 31, 1995 and 1994, and for the
nine month period ended December 31, 1993 incorporated in this Prospectus by
reference to the Company's Annual Report on Form 10-K for the year ended
December 31, 1995 have been audited by the firm of Grant Thornton LLP,
independent auditors, as set forth in their report thereon and are so
incorporated in reliance upon such report given upon the authority of such firm
as experts in accounting and auditing.
The financial statements of Integrated Network Services, Inc. as of
and for the years ended December 31, 1995 and 1994 incorporated in this
Prospectus by reference to the Company's Current Report on Form 8-K/A dated
September 10, 1996 have been audited by the firm of Tiller, Stewart & Company
LLC, independent auditors, as set forth in their reports thereon and are so
incorporated in reliance upon such reports given upon the authority of such
firm as experts in accounting and auditing.
The financial statements of Eastern Telecom, Inc. as of and for the
years ended December 31, 1995 and 1994 incorporated in this Prospectus by
reference to the Company's Current Report on Form 8-K/A (Amendment No. 2) dated
December 13, 1996 have been audited by Ernst & Young LLP, independent auditors,
as set forth in their report thereon and are so incorporated herein by
reference in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.
-14-
<PAGE> 16
<TABLE>
<S> <C>
=================================================== ===================================================
No dealer, salesperson, or other person has
been authorized to give any information or to make
any representation not contained in this VSI ENTERPRISES, INC.
Prospectus, and, if given or made, such
information and 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
the securities offered hereby in any jurisdiction 7,679,700 SHARES
or to any person to whom it is unlawful to make
such offer or solicitation. Neither the delivery COMMON STOCK
of this Prospectus nor any sale made hereunder
shall under any circumstances create an
implication that there has been no change in the
facts set forth in this Prospectus or in the
affairs of the Company since the date hereof.
___________________________
P R O S P E C T U S
TABLE OF CONTENTS
Page December 17, 1996
----
Available Information . . . . . . . . . . . . 2
Incorporation of Certain
Documents by Reference . . . . . . . . . . . 2
The Company . . . . . . . . . . . . . . . . . . 4
Risk Factors . . . . . . . . . . . . . . . . . 6
Use of Proceeds . . . . . . . . . . . . . . . . 8
Selling Shareholders . . . . . . . . . . . . . 9
Description of Securities . . . . . . . . . . 12
Plan of Distribution . . . . . . . . . . . . . 13 5801 Goshen Springs Road
Legal Matters . . . . . . . . . . . . . . . . 13 Norcross, Georgia 30071
Experts . . . . . . . . . . . . . . . . . . . 14 (770) 242-7566
=================================================== ===================================================
</TABLE>
<PAGE> 17
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS.
The following exhibits are filed with this Registration Statement
Amendment.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
----------- ----------------------
<S> <C>
23.1 - Consent of Grant Thornton LLP
23.2 - Consent of Tiller, Stewart & Company LLC
23.3 - Consent of Ernst & Young LLP
24.1 - Powers of Attorney
</TABLE>
II-1
<PAGE> 18
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-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Norcross, State of Georgia, on the 27th day of
November, 1996.
VSI ENTERPRISES, INC.
By: /s/ Richard K. Snelling
------------------------------------------
Richard K. Snelling, Chairman of the Board
and Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
following capacities on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Richard K. Snelling Chairman of the Board, November 27, 1996
- ------------------------------------------------ and Chief Executive Officer
Richard K. Snelling
/s/ B. R. Brewer President, Chief Operating November 27, 1996
- ------------------------------------------------ Officer and Secretary
B. R. Brewer (Principal Financial
and Accounting Officer)
/s/ Leo M. Cortjens Director November 27, 1996
- ------------------------------------------------
Leo M. Cortjens
* Director November 27, 1996
- ------------------------------------------------
Andre van den Bogaert
* Director November 27, 1996
- ------------------------------------------------
Carleton A. Brown
* Director November 27, 1996
- ------------------------------------------------
Larry M. Carr
Director November __, 1996
- ------------------------------------------------
Mark E. Munro
* Director November 27, 1996
- ------------------------------------------------
Edward S. Redstone
*By: /s/ Richard K. Snelling
-------------------------------------------
Richard K. Snelling, as attorney-in-fact
pursuant to powers of attorney filed with
this Registration Statement
</TABLE>
<PAGE> 19
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequential
Number Description of Exhibit Page No.
------ ---------------------- --------
<S> <C>
23.1 Consent of Grant Thornton LLP
23.2 Consent of Tiller, Stewart & Company LLC
23.3 Consent of Ernst & Young LLP
24.1 Powers of Attorney
</TABLE>
<PAGE> 1
EXHIBIT NUMBER 23.1
<PAGE> 2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our reports dated February 16, 1996 accompanying the
consolidated financial statements of VSI Enterprises, Inc. and Subsidiaries and
the accompanying schedule included in the Annual Report on Form 10-K for the
year ended December 31, 1995 which are incorporated by reference in this
Registration Statement. We consent to the incorporation by reference in the
Registration Statement of the aforementioned reports and to the use of our name
as it appears under the caption "Experts."
/s/ Grant Thornton LLP
Atlanta, Georgia
December 16, 1996
<PAGE> 1
EXHIBIT NUMBER 23.2
<PAGE> 2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our reports dated June 12, 1996 and July 30, 1996 accompanying
the financial statements of Integrated Network Services, Inc. as of and for the
years ended December 31, 1995 and 1994, respectively, included in the current
report on Form 8-K/A of VSI Enterprises, Inc. dated September 10, 1996 which is
incorporated by reference in this Registration Statement. We consent to the
incorporation by reference in the Registration Statement of the aforementioned
reports and to the use of our name as it appears under the caption "Experts."
/s/ Tiller, Stewart & Company, LLC
Atlanta, Georgia
December 16, 1996
<PAGE> 1
EXHIBIT NUMBER 23.3
<PAGE> 2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
Amendment Number One to the Registration Statement (Form S-3 No. 333-15123) and
related Prospectus of VSI Enterprises, Inc. for the registration of 7,679,700
shares of its common stock and to the incorporation by reference therein of our
report dated February 24, 1996 with respect to the financial statements of
Eastern Telecom, Inc. for the years ended December 31, 1995 and 1994 included
in the Current Report on Form 8-K/A Amendment No. 2 of VSI Enterprises, Inc.
dated December 13, 1996, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Providence, Rhode Island
December 16, 1996
<PAGE> 1
EXHIBIT NUMBER 24.1
<PAGE> 2
STATE OF ILLINOIS
COUNTY OF DU PAGE
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, Carleton A. Brown, a Director
of VSI ENTERPRISES, INC., a Delaware corporation, do constitute and appoint
Richard K. Snelling and B.R. Brewer my true and lawful attorneys-in-fact, each
with full power of substitution, for me in any and all capacities, to sign,
pursuant to the requirements of the Securities Act of 1933, a Registration
Statement on Form S-3 for VSI ENTERPRISES, INC., and to file the same with the
Securities and Exchange Commission, together with all exhibits thereto and
other documents in connection therewith, and to sign on my behalf and in my
stead, in any and all capacities, any amendments to said Registration
Statement, incorporating such changes as said attorneys-in-fact deem
appropriate, hereby ratifying and confirming all that said attorneys-in-fact,
or their substitute or substitutes, may do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 28th day
of October, 1996.
/s/ Carleton A. Brown
-----------------------------
Carleton A. Brown
ACKNOWLEDGMENT
BEFORE me this 28th day of October, 1996, came Carleton A. Brown,
personally known to me, who in my presence did sign and seal the above and
foregoing Power of Attorney and acknowledged the same as his true act and deed.
/s/ Wendy M. Simpson
----------------------------------
NOTARY PUBLIC
State of Illinois
My Commission Expires:
11-03-99
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, Andre Van den Bogaert, a
Director of VSI ENTERPRISES, INC., a Delaware corporation, do constitute and
appoint Richard K. Snelling and B.R. Brewer my true and lawful
attorneys-in-fact, each with full power of substitution, for me in any and all
capacities, to sign, pursuant to the requirements of the Securities Act of
1933, a Registration Statement on Form S-3 for VSI ENTERPRISES, INC., and to
file the same with the Securities and Exchange Commission, together with all
exhibits thereto and other documents in connection therewith, and to sign on my
behalf and in my stead, in any and all capacities, any amendments to said
Registration Statement, incorporating such changes as said attorneys-in-fact
deem appropriate, hereby ratifying and confirming all that said
attorneys-in-fact, or their substitute or substitutes, may do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 29th day
of October, 1996.
/s/ Andre Van den Bogaert
---------------------------
Andre Van den Bogaert
ACKNOWLEDGMENT
BEFORE me this 29th day of October, 1996, came Andre Van den Bogaert,
personally known to me, who in my presence did sign and seal the above and
foregoing Power of Attorney and acknowledged the same as his true act and deed.
/s/ Gilberte Raucq
----------------------------
NOTARY PUBLIC
State of Belgium
My Commission Expires:
Unlimited
