<PAGE> 1
As filed with the Securities and Exchange Commission on December 19, 1996
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
FORM S-8
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 of (I.R.S. Employer
incorporation or organization) Identification Number)
5801 GOSHEN SPRINGS ROAD
NORCROSS, GEORGIA 30071
(Address of principal executive offices)
------------------------------
1991 STOCK OPTION PLAN
(Full Title of the Plan)
------------------------------
BILL R. BREWER
PRESIDENT
5801 GOSHEN SPRINGS ROAD
NORCROSS, GEORGIA 30071
(770) 242-7566
(Name, address and telephone number,
including area code, of agent for service)
------------------------------
Copies Requested to:
ROBERT T. MOLINET, ESQ.
SMITH, GAMBRELL & RUSSELL, LLP
SUITE 1800
3343 PEACHTREE ROAD, N.E.
ATLANTA, GEORGIA 30326
(404) 264-2643
------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================================
Title of Amount Proposed Maximum Proposed Maximum Amount
Securities to be Offering Price Aggregate Offering of
to be Registered Registered Per Share(1) Price(1) Registration Fee
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Options and Shares of
$.00025 par value 400,000 $2.38 $952,000 $290
Common Stock Shares
=======================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) of the Securities Act of 1933.
================================================================================
<PAGE> 2
This Registration Statement covers 400,000 additional shares of the
$0.00025 par value Common Stock of VSI Enterprises, Inc. (the "Company")
issuable pursuant to the Company's 1991 Stock Option Plan, for which previously
filed Registration Statements on Form S-8 are effective. The contents of the
Company's earlier Registration Statements on Form S-8, File No. 33-44035 and
File No. 33-72512, as filed with the Securities and Exchange Commission on
November 14, 1991 and December 3, 1993, respectively, are incorporated by
reference.
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed below are hereby incorporated by reference into
this Registration Statement, and all documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 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 in this Registration Statement and to be a part hereof from the date
of filing such documents:
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.
Item 4. Description of Securities.
No response to this item is required.
Item 5. Interests of Named Experts and Counsel.
No response to this item is required.
Item 6. Indemnification of Directors and Officers.
The Company's Certificate of Incorporation provides that in actions
other than in the right of the Company, the Company indemnifies directors and
officers of the Company against costs, charges, expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him or her in connection with any action, suit or proceeding if he
acted in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interest of the Company.
With respect to actions by or in the right of the Company, the Company
indemnifies directors and officers of the Company against costs, charges and
expenses (including attorney's fees) actually and reasonably incurred by him or
her in connection with the defense or settlement of any action or suit if he or
she acted in good faith
II-1
<PAGE> 4
and in a manner he or she reasonably believed to be in or not opposed to the
best interest of the Company; except that no indemnification shall be made in
respect to any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Company, unless and only to the extent that the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expense which the court shall deem proper.
The indemnification provisions contained in the Company's Certificate
of Incorporation are substantially coextensive with the provisions of Section
145 of the Delaware General Corporation Law, which sets forth the applicable
terms, conditions and limitations governing the indemnification of officers,
directors and other persons.
Item 7. Exemption from Registration Claimed.
No response to this item is required.
Item 8. Exhibits.
The following exhibits are filed with or incorporated by reference
into this Registration Statement.
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
------- ----------------------
<S> <C> <C>
4.1 - VSI Enterprises, Inc. 1991 Stock Option Plan, filed as exhibit 4.1 to the
Company's Form S-8 Registration Statement filed on November 14, 1991,
Registration No. 33-44035.
4.2 - Amendment No. 1 to the Company's 1991 Stock Option Plan, filed as exhibit 4.2
to the Company's Form S-8 Registration Statement filed on December 3, 1993,
Registration No. 33-72512.
4.3 - Amendment No. 2 to the Company's 1991 Stock Option Plan, filed as exhibit 4.3
to the Company's Form S-8 Registration Statement filed on December 3, 1993,
Registration No. 33-72512.
4.4 - Amendment No. 3 to the Company's 1991 Stock Option Plan.
4.5 - Amendment No. 4 to the Company's 1991 Stock Option Plan.
4.6 - Form of Stock Option Agreement under the Company's 1991 Stock Option Plan,
filed as exhibit 4.4 to the Company's Form S-8 Registration Statement filed on
December 3, 1993, Registration No. 33-72512.
5.1 - Opinion of Smith, Gambrell & Russell, LLP.
23.1 - Consent of Grant Thornton LLP.
</TABLE>
II-2
<PAGE> 5
<TABLE>
<S> <C> <C>
23.2 - Consent of Tiller, Stewart & Company, LLC.
23.3 - Consent of Ernst & Young LLP.
23.4 - Consent of Smith, Gambrell & Russell, LLP (contained in their opinion filed as
Exhibit 5.1).
24.1 - Powers of Attorney.
</TABLE>
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 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 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
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 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 the time shall be deemed to be the initial bona fide offering
thereof.
(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
<PAGE> 6
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 to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Norcross, State of Georgia, on this 3rd day of
December, 1996.
VSI ENTERPRISES, INC.
By: /s/ Richard K. Snelling
-------------------------------------
Richard K. Snelling
Chairman of the Board and Chief
Executive Officer
(principal executive officer)
By: /s/ Bill R. Brewer
-------------------------------------
Bill R. Brewer
President and Chief Operating
Officer (principal financial and
accounting officer)
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 dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Richard K. Snelling Chairman of the Board December 3, 1996
- ------------------------------ and Chief Executive Officer
Richard K. Snelling
* Director December 3, 1996
- ------------------------------
Andre van den Bogaert
* Director December 3, 1996
- ------------------------------
Carleton A. Brown
/s/ Leo M. Cortjens Director December 3, 1996
- ------------------------------
Leo M. Cortjens
* Director December 3, 1996
- ------------------------------
Larry M. Carr
Director December _, 1996
- ------------------------------
Mark E. Munro
* Director December 3, 1996
- ------------------------------
Edward S. Redstone
*By:/s/ Richard K. Snelling
--------------------------
Richard K. Snelling, as attorney-in-
fact pursuant to powers of attorney
attached as exhibits to this
Registration Statement
</TABLE>
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequential
Number Description of Exhibit Page Number
- ------- ---------------------- -----------
<S> <C> <C> <C>
4.4 - Amendment No. 3 to the Company's 1991 Stock Option Plan.
4.5 - Amendment No. 4 to the Company's 1991 Stock Option Plan.
5.1 - Opinion of Smith, Gambrell & Russell, LLP.
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 4.4
<PAGE> 2
AMENDMENT NO. 3
1991 STOCK OPTION PLAN
VSI ENTERPRISES, INC.
WHEREAS, the Board of Directors of VSI Enterprises, Inc. (the
"Company") has previously adopted, as amended by Amendments No. 1 and No. 2
thereto, and the shareholders of the Company have approved, the 1991 Stock
Option Plan (the "Plan") pursuant to which options to purchase stock of the
Company may be issued to eligible directors, officers and key employees of the
Company; and
WHEREAS, the Board of Directors of the Company deems it desirable to
further amend the Plan as provided herein;
NOW, THEREFORE, the Plan is amended upon the terms, and subject to the
conditions, set forth herein:
ARTICLE I
AMENDMENT TO PLAN
1.1 Section 16(b) of the Plan shall be amended by deleting the text
thereof in its entirety and substituting the following new Section 16(b)
therefor:
"(b) On and as of January 5 of each year during the term of
the Plan, each then Non-Employee Director of the Company shall be
granted, without necessity of action by the Board of Directors or the
Committee, as the case may be, and only to the extent that there are a
sufficient number of Shares reserved to the Plan, an option hereunder
to purchase 15,000 Shares at an exercise price equal to the fair
market value of such stock on the date of grant."
ARTICLE II
EFFECTIVE DATE OF AMENDMENT
2.1 The amendment effected hereby shall be effective for options
granted under the Plan on or after the date this amendment is approved by the
Board of Directors of the Company, but subject to approval of a majority of the
shares of Common Stock of the Company entitled to vote thereon represented in
person and by proxy at a meeting of shareholders. In the event shareholder
approval of adoption of this amendment is not obtained within twelve months of
the date this amendment is approved by the Board of Directors of the Company,
then any options granted in the intervening period to non-employee directors of
the Company in accordance with the terms of this amendment shall be void.
<PAGE> 1
EXHIBIT 4.5
<PAGE> 2
AMENDMENT NO. 4
1991 STOCK OPTION PLAN
VSI ENTERPRISES, INC.
WHEREAS, the Board of Directors of VSI Enterprises, Inc. (the
"Company") has previously adopted, as amended by Amendments No. 1, 2 and 3
thereto, and the shareholders of the Company have approved, the 1991 Stock
Option Plan (the "Plan") pursuant to which options to purchase stock of the
Company may be issued to eligible directors, officers and key employees of the
Company; and
WHEREAS, the Board of Directors of the Company deems it desirable to
further amend the Plan as provided herein;
NOW, THEREFORE, the Plan is amended upon the terms, and subject to the
conditions, set forth herein:
ARTICLE I
AMENDMENTS TO PLAN
1.1 Section 4 of the Plan shall be amended by deleting the first
sentence thereof in its entirety and substituting the following new sentence
therefor:
"An aggregate of 2,762,057 Shares will be authorized and
reserved for issuance upon the exercise of Options granted
under the Plan."
ARTICLE II
EFFECTIVE DATE OF AMENDMENTS
2.1 The amendments effected hereby shall be effective for options
granted under the Plan on or after the date this amendment is approved by the
Board of Directors of the Company, but subject to approval of a majority of the
shares of Common Stock of the Company entitled to vote thereon represented in
person and by proxy at a meeting of shareholders. In the event shareholder
approval of adoption of this amendment is not obtained within twelve months of
the date this amendment is approved by the Board of Directors of the Company,
then any option granted in the intervening period to persons who are not
officers, directors or employees of the Company or any subsidiary of the
Company, shall be void.
<PAGE> 1
EXHIBIT 5.1
<PAGE> 2
December 18, 1996
Board of Directors
VSI Enterprises, Inc.
5801 Goshen Springs Road
Norcross, Georgia 30071
RE: VSI Enterprises, Inc.
Registration Statement on Form S-8
400,000 Shares of $0.00025 par value Common Stock
1991 Stock Option Plan
Gentlemen:
We have acted as counsel for VSI Enterprises, Inc. (the "Company") in
connection with the registration of 400,000 shares of its $0.00025 par value
Common Stock (the "Shares") reserved to the Company's 1991 Stock Option Plan
(the "Plan"), pursuant to a Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended, covering the
Shares.
In connection therewith, we have examined the following:
(1) The Certificate of Incorporation of the Company, as amended,
certified by the Department of State of the State of Delaware;
(2) The By-Laws of the Company, certified as complete and correct
by the Secretary of the Company;
(3) The minute book of the Company, certified as correct and
complete by the Secretary of the Company;
(4) Certificate of Good Standing with respect to the Company,
issued by the Department of State of the State of Delaware; and
(5) The Registration Statement, including all exhibits thereto.
<PAGE> 3
Board of Directors
December 18, 1996
Page Two
Based upon such examination and upon examination of such other
instruments and records as we have deemed necessary, we are of the opinion that:
(A) The Company has been duly incorporated under the laws of the
State of Delaware and is validly existing and in good standing
under the laws of that state.
(B) The Shares covered by the Registration Statement have been
legally authorized and when issued in accordance with the
terms described in said Registration Statement, will be
validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
aforementioned Registration Statement on Form S-8 and to the reference to this
firm under the caption "Legal Matters" in the Prospectus. In giving this
consent, we do not thereby admit that we come within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, or the
rules and regulations of the Securities and Exchange Commission thereunder.
Sincerely,
SMITH, GAMBRELL & RUSSELL, LLP
/s/ Robert T. Molinet
----------------------------------------
Robert T. Molinet
RTM:kdhs
<PAGE> 1
EXHIBIT 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 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 23.3
<PAGE> 2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement and related Prospectus of VSI Enterprises, Inc. for the
registration of 400,000 additional 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 13, 1996
<PAGE> 1
EXHIBIT 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-8 for VSI ENTERPRISES, INC. relating to the 1991 Stock
Option Plan, 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-8 for VSI ENTERPRISES, INC. relating
to the 1991 Stock Option Plan, 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
<PAGE> 4
STATE OF TEXAS
COUNTY OF TARRANT
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, Larry M. Carr, 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-8 for VSI ENTERPRISES, INC. relating to the 1991 Stock
Option Plan, 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/ Larry Carr
----------------------------------------
Larry M. Carr
ACKNOWLEDGMENT
BEFORE me this 29th day of October, 1996, came Larry M. Carr,
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/ Jean E. Knapp
----------------------------------------
NOTARY PUBLIC
State of Texas
My Commission Expires:
1-17-1998
<PAGE> 5
STATE OF GEORGIA
COUNTY OF GWINNETT
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, Leo M. Cortjens, 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-8 for VSI ENTERPRISES, INC. relating to the 1991 Stock
Option Plan, 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 24th day
of October, 1996.
/s/ Leo M. Cortjens
----------------------------------------
Leo M. Cortjens
ACKNOWLEDGEMENT
BEFORE me this 24th day of October, 1996, came Leo M. Cortjens,
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/ Kathy Munson
----------------------------------------
NOTARY PUBLIC
State of Georgia
My Commission Expires:
7/22/99
<PAGE> 6
STATE OF MASSACHUSETTS
COUNTY OF MIDDLESEX
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, Edward S. Redstone, 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-8 for VSI ENTERPRISES, INC. relating to the 1991 Stock
Option Plan, 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/ Edward S. Redstone
----------------------------------------
Edward S. Redstone
ACKNOWLEDGEMENT
BEFORE me this 29th day of October, 1996, came Edward S. Redstone,
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/ David Gleahy
----------------------------------------
NOTARY PUBLIC
State of Massachusetts
My Commission Expires:
June 14, 2002
