<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)
--------------------------------
1995 PERFORMANCE WARRANT 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>
Warrants and Shares
of $.00025 par 200,000
value Common Stock Shares $2.38 $476,000 $145
=============================================================================================
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule
457(c) of the Securities Act of 1933.
=============================================================================================
</TABLE>
<PAGE> 2
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> 3
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 this Registration Statement.
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
------- ----------------------
<S> <C> <C>
4.1 - VSI Enterprises, Inc. 1995 Performance Warrant Plan.
4.2 - Form of Performance Warrant Agreement.
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
23.4 - Consent of Smith, Gambrell & Russell (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
II-2
<PAGE> 4
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> 5
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
Richard K. Snelling Officer
* 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> 6
EXHIBIT INDEX
<TABLE>
<Caption)
Exhibit Sequential
Number Description of Exhibit Page Number
------- ---------------------- -----------
<S> <C> <C> <C>
4.1 - 1995 Performance Warrant Plan.
4.2 - Form of Performance Warrant Agreement.
5.1 - Opinion of Smith, Gambrell & Russell.
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 4.1
<PAGE> 2
THE VSI ENTERPRISES, INC.
1995 PERFORMANCE WARRANT PLAN
1. PURPOSE OF THE PLAN
The name of this plan is THE VSI ENTERPRISES, INC. 1995 PERFORMANCE
WARRANT PLAN (the "Plan"). The purpose of the Plan is to enable VSI
ENTERPRISES, INC. (the "Company") and its Subsidiaries to attract, retain and
motivate its employees and to compensate them for their contributions to the
Company's efforts in meeting or exceeding net income and revenue goals. The
Plan provides incentives to employees of the Company which are linked directly
to increases in shareholder value and will, therefore, inure to the benefit of
all shareholders of the Company.
2. DEFINITIONS
The following words or terms shall have the following meanings:
(a) "Agreement" shall mean a Performance Warrant Agreement between the
Company and an Eligible Employee pursuant to the terms of this Plan.
(b) "Board of Directors" shall mean the Board of Directors of the
Company.
(c) "Base Salary" shall mean the gross salary, excluding any bonus,
paid to each Eligible Employee during a Plan Year.
(d) "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time.
(e) "Committee" shall mean the committee appointed by the Board of
Directors to administer the Plan.
(f) "Common Stock" shall mean the $.00025 par value per share Common
Stock of the Company.
(g) "Company" shall mean VSI Enterprises, Inc., a Delaware
corporation.
(h) "Company Performance Level" shall be calculated by the Board of
Directors or the Committee immediately following the fourth quarter of each Plan
Year and shall mean the average of the sum of the Company's Revenue Percentage
and the Company's Net Income Percentage. Notwithstanding the foregoing, the
Company Performance Level shall equal zero (0), if the Company Performance Level
as measured by the immediately preceding sentences is less than the average of
the sum of (i) the Minimum Revenue Threshold divided by the Revenue Goal and
(ii) the Minimum Net Income Threshold divided by the Net Income Goal.
(i) "Determination Date" shall mean the day preceding each Plan Year
on which the Board of Directors sets the Company's Net Income and Revenue Goals,
the Minimum and Maximum Net Income Thresholds and the Minimum and Maximum
Revenue Thresholds.
(j) "Eligible Employee(s)" shall mean a person or persons regularly
employed by the Company or a Subsidiary in the United States.
<PAGE> 3
(k) "Fair Market Value" shall mean the mean between the high "bid" and
low "ask" prices as of the close of business for the Company's shares of Common
Stock in the over-the-counter market, as reported by The Nasdaq Stock Market (or
other national quotation service). If the Company's Common Stock is not
regularly traded in the over-the-counter market but is registered on a national
securities exchange, "Fair Market Value" shall mean the closing price of the
Company's Common Stock on such national securities exchange.
(l) "Job Class" shall mean one of the following occupational
categories within which each Eligible Employee shall be classified by the Board
of Directors or Committee at the beginning of each Plan Year: President; Vice
Presidents; Directors; Managers; Others.
(m) "Maximum Net Income Threshold" shall be set by the Board of
Directors on the Determination Date and shall mean that level of the Company's
performance, expressed as the total net income generated by the Company in a
Plan Year, that the Board of Directors determines shall be the maximum net
income level that, if achieved by the Company, may be included in the Company's
Net Income Percentage to be used in the Company Performance Level calculation
and the calculation of the number of Performance Warrants earned by each
Eligible Employee in a Plan Year.
(n) "Maximum Revenue Threshold" shall be set by the Board of Directors
on the Determination Date and shall mean that level of the Company's
performance, expressed as the total revenue generated by the Company in a Plan
Year, that the Board of Directors determines shall be the maximum level that, if
achieved by the Company in a Plan Year, may be included in the Company's Revenue
Percentage to be used in the Company Performance Level calculation and the
calculation of the number of Performance Warrants earned by each Eligible
Employee in a Plan Year.
(o) "Minimum Net Income Threshold" shall be set by the Board of
Directors on the Determination Date and shall mean that level of the Company's
performance, expressed as the total net income generated by the Company in a
Plan Year, that the Board of Directors determines shall be the minimum level
that the Company must achieve in a Plan Year in order for the Company's net
income to be included in the Company Performance Level and the calculation of
the number of Performance Warrants earned by each Eligible Employee in a Plan
Year.
(p) "Minimum Revenue Threshold" shall be set by the Board of Directors
on the Determination Date and shall mean that level of the Company's
performance, expressed as the total revenue generated by the Company in a Plan
Year, that the Board of Directors determines shall be the minimum level that the
Company must achieve in a Plan Year in order for revenue to be included in the
Company Performance Level and the calculation of the number of Performance
Warrants earned by each Eligible Employee in a Plan Year.
(q) "Net Income Goal" shall be determined by the Board of Directors on
the Determination Date and shall mean the total net income that the Board of
Directors reasonably anticipates that the Company should be able to achieve in
the Plan Year.
(r) "Net Income Percentage" shall mean an amount equal to the net
income generated by the Company in a Plan Year divided by the Net Income Goal
for that Plan Year; provided, however, that if the Company's net income for the
applicable Plan Year is less than the Minimum Net Income Threshold, then the Net
Income Percentage shall equal zero (0); provided further that if the Company's
net income for the applicable plan year is equal to or greater than the Maximum
Net Income Threshold, then the Net Income Percentage shall be fixed at a certain
percentage as determined by the Board of Directors on the Determination Date.
<PAGE> 4
(s) "Percentage Participation Level" shall mean the following
percentage levels at which each Eligible Employee may participate in the Plan
based on such employee's Job Class: President - 20%; Vice Presidents - 15%;
Directors - 12%; Managers - 8%; Others - 5%.
(t) "Performance Warrant(s)" shall mean the right or rights granted to
Eligible Employees to purchase Common Stock under the Plan.
(u) "Plan" shall mean the VSI Enterprises, Inc. 1995 Performance
Warrant Plan.
(v) "Plan Year" shall mean the calendar years of 1996, 1997 and 1998.
(w) "Revenue Goal" shall be determined by the Board of Directors on
the Determination Date and shall mean the total revenues that the Board of
Directors reasonably anticipates that the Company should be able to achieve in
the Plan Year.
(x) "Revenue Percentage" shall mean an amount equal to the total
revenues generated by the Company in a Plan Year divided by the Revenue Goal for
that Plan Year; provided, however, that if the Company's total revenues for the
applicable Plan Year are less than the Minimum Revenue Threshold, then the
Revenue Percentage shall equal zero (0); provided further that if the Company's
total revenues for the applicable plan year are equal to or greater than the
Maximum Revenue Threshold, then the Revenue Percentage shall be fixed at a
certain percentage as determined by the Board of Directors on the Determination
Date.
(y) "Shares" or "Stock" shall mean shares of the Common Stock.
(z) "Subsidiary" shall mean any corporation, if the Company owns or
controls, directly or indirectly, a majority of the voting stock of such
corporation.
(aa) "Warrant Holder(s)" shall mean a person or persons who have earned
Performance Warrants pursuant to the terms of this Plan.
3. EFFECTIVE DATE
The effective date of the Plan (the "Effective Date") shall be the date
the Plan is adopted by the Board of Directors or the date the Plan is approved
by the shareholders of the Company, whichever is earlier. The Plan must be
approved by the affirmative vote of not less than a majority of the votes
entitled to be cast thereon, which shareholder vote must be taken within twelve
(12) months after the date the Plan is adopted by the Board of Directors. Such
shareholder vote shall not alter the Effective Date of the Plan. In the event
shareholder approval of the adoption of the Plan is not obtained within the
aforesaid twelve (12) month period, then any Performance Warrants granted in
the intervening period shall be void.
4. SHARES RESERVED FOR PLAN
The shares of the Company's Common Stock to be sold to Eligible Employees
under the Plan may at the election of the Board of Directors be either treasury
shares or shares originally issued for such purpose. The maximum number of
shares which shall be reserved and made available for sale under the Plan shall
be 200,000. Any Shares subject to a Performance Warrant which for any reason
expire or are terminated unexercised may again be subject to a Performance
Warrant under the Plan.
<PAGE> 5
5. ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Board of Directors of the Company or
a committee of the Board of Directors of the Company. The Committee shall be
comprised of not less than two (2) members appointed by the Board of Directors
of the Company from among its members. No member of the Board of Directors
shall be appointed or serve as a member of the Committee, and any such
appointment or service immediately and automatically shall terminate, in the
event that such person is not a disinterested person. As used herein, the term
"disinterested person" means a director who is not, during the one year prior
to service as an administrator of the Plan, or during such service, granted or
awarded equity securities pursuant to the Plan or any other plan of the Company
or any of its affiliates (as such term is defined in the General Rules and
Regulations of the Securities Exchange Act of 1934, as amended).
Within the limitations described herein, the Board of Directors of the
Company or the Committee shall administer the Plan and shall have the power and
authority to award Performance Warrants to Eligible Employees pursuant to the
terms of the Plan. The Board of Directors or the Committee shall have the
authority to adopt, alter and repeal such administrative rules, guidelines and
practices governing the Plan, not inconsistent with the Plan, as it shall from
time to time, deem advisable; to interpret the terms and provisions of the
Plan; and to otherwise supervise the administration of the Plan. All decisions
made by the Committee pursuant to the provisions of the Plan shall be final and
binding on all persons, including the Company and the Participants.
If the Plan is administered by the Board of Directors, a majority of the
members of the Board of Directors shall constitute a quorum, and the act of a
majority of the members of the Board of Directors present at any meeting at
which a quorum is present, or acts approved in writing by a majority of the
members of the Board of Directors shall be the acts of the Board of Directors.
If the Plan is administered by the Committee, the Committee shall select one of
its members as Chairman and shall hold its meetings at such times and places,
and pursuant to such rules consistent with the Plan, as it may determine. A
majority of the members of the Committee shall constitute a quorum, and the
acts of a majority of the members present at any meeting at which a quorum is
present, or acts approved in writing by a majority of the members of the
Committee shall be the acts of the Committee.
6. ELIGIBILITY
Performance Warrants awarded pursuant to Section 8 under this Plan may be
granted to all Eligible Employees. Should an employee become an Eligible
Employee after January 1, 1996 and during a Plan Year, the number of
Performance Warrants that such employee is eligible to receive for such Plan
Year pursuant to Section 8 of this Plan shall be reduced in proportion to the
number of days in such Plan year, based on a 365-day year, during which he or
she has been an Eligible Employee. Should an Eligible Employee's Percentage
Participation Level change during any Plan year due to a change in Job Class,
the number of Performance Warrants earned by such employee during that Plan
Year shall be pro-rated based on such Percentage Participation Levels.
7. DURATION OF THE PLAN
The Plan shall remain in effect until all shares subject to or which may
become subject to the Plan shall have been purchased pursuant to Performance
Warrants earned under the Plan; provided that Performance Warrants under the
Plan must be awarded on or before March 15, 1999.
<PAGE> 6
8. PERFORMANCE WARRANTS
Each Eligible Employee shall automatically be entitled to accrue
Performance Warrants pursuant to this Section 8 on each March 15, 1997, 1998
and 1999 based upon the formula set forth in this Section 8. Performance
Warrants awarded under the Plan pursuant to this Section 8 shall be evidenced by
Performance Warrant agreements in such form and not inconsistent with this Plan
as the Board of Directors or the Committee shall approve from time to time,
which Agreements shall contain in substance the following terms and conditions:
(a) Price. The purchase price for Shares purchased upon exercise of a
Performance Warrant shall be $.10 per share.
(b) Number of Performance Warrants. The number of Shares subject to
Performance Warrants earned by an Eligible Employee during each Plan Year shall
be based on the performance of the Company in each Plan Year and shall be
calculated by the Board of Directors or the Committee immediately following the
fourth quarter of each Plan Year in which such employee was an Eligible Employee
by dividing (i) the product of each Eligible Employee's Percentage Participation
Level, his or her Base Salary and the Company Performance Level for the Plan
Year by (ii) the Fair Market Value of the Common Stock on the Determination
Date.
(c) Issuance of Performance Warrants. Subject to the terms of this
Plan, all Performance Warrants earned by Eligible Employees under this Plan
during each Plan Year shall be issued to Eligible Employees on March 15, 1999.
Prior to March 15, 1999, Performance Warrants earned by Eligible Employees shall
accrue, but remain unissued.
(d) Exercise of Performance Warrants. The Shares subject to
Performance Warrants earned by each Eligible Employee may be purchased in whole
or in part by the Warrant Holder in accordance with the terms of the Agreement,
from time to time after March 15, 1999, but in no event later than March 15,
2004, five (5) years from the date of issuance of the Performance Warrants.
(e) Medium and Time of Payment. Stock purchased pursuant to an
Agreement shall be paid for in full at the time of purchase. Payment of the
purchase price shall be in cash or shares of the Common Stock of the Company, or
a combination of cash and shares of the Common Stock of the Company. Upon
receipt of payment, the Company shall, without transfer or issue tax, deliver to
the Warrant Holder (or other person entitled to exercise the Performance
Warrant) a certificate or certificates for such Shares.
(f) Rights as a Shareholder. A Warrant Holder shall have no rights as
a shareholder with respect to any Shares covered by a Performance Warrant until
the date of issuance of the stock certificate to the Warrant Holder for such
Shares. Except as otherwise expressly provided in the Plan, no adjustments
shall be made for dividends or other rights for which the record date is prior
to the date such stock certificate is issued.
(g) Nonassignability of Performance Warrants. No Performance Warrant
shall be assignable or transferable by the Warrant Holder except by will or by
the laws of descent and distribution. During the lifetime of the Warrant
Holder, the Performance Warrants shall be exercisable only by him or her.
<PAGE> 7
(h) The Right of the Company to Terminate Employment. Nothing
contained in the Plan or in any Performance Warrant granted pursuant to the Plan
shall confer upon any Warrant Holder any right to be continued in the employment
of the Company or a Subsidiary of the Company or shall interfere in any way with
the right of the Company or a Subsidiary of the Company to terminate the Warrant
Holder's employment at any time for any reason.
(i) Effect of Termination of Employment or Death. In the event that a
Warrant Holder during his or her lifetime ceases to be an employee of the
Company or of any Subsidiary of the Company for any reason (including
retirement) other than death or permanent and total disability, any Performance
Warrant or unexercised portion thereof which was otherwise exercisable on the
date of termination of employment shall expire unless exercised within a period
of ninety (90) days from the date on which the Warrant Holder ceased to be an
employee, but in no event after March 15, 2004.
In the event that a Warrant Holder during his or her lifetime ceases to be
an employee of the Company or any Subsidiary of the Company by reason of death
or permanent and total disability, any Performance Warrant or unexercised
portion thereof which was otherwise exercisable on the date such Warrant Holder
ceased employment shall expire unless exercised within a period of one (1) year
from the date on which the Warrant Holder ceased to be an employee, but in no
event after March 15, 2004. Permanent and total disability as used herein is as
defined in Section 22(e)(3) of the Code. In the event of the death of a
Warrant Holder, the Performance Warrant shall be exercisable by his or her
personal representatives, heirs or legatees, as provided herein.
No Performance Warrants shall be granted to Eligible Employees who cease
to be employees of the Company or of any Subsidiary of the Company for any
reason (including retirement) prior to March 15, 1999.
(j) Recapitalization. In the event that dividends are payable in
Common Stock of the Company or in the event there are splits, subdivisions or
combinations of shares of Common Stock of the Company, the number of Shares
available under the Plan shall be increased or decreased proportionately, as the
case may be, and the number of Shares deliverable upon the exercise thereafter
of any Performance Warrant theretofore earned shall be increased or decreased
proportionately, as the case may be, without change in the aggregate purchase
price.
(h) Reorganization. In case the Company is merged or consolidated
with another corporation and the Company is not the surviving corporation, or in
case the property or stock of the Company is acquired by another corporation, or
in case of a separation, reorganization, recapitalization or liquidation of the
Company, the Board of Directors of the Company, or the Board of Directors of any
corporation assuming the obligations of the Company hereunder, shall either (i)
make appropriate provision for the protection of any outstanding Performance
Warrants by the substitution on an equitable basis of appropriate stock of the
Company, or of the merged, consolidated or otherwise reorganized corporation
which will be issuable in respect to the shares of Common Stock of the Company,
provided only that the excess of the aggregate Fair Market Value of the Shares
subject to a Performance Warrant immediately after such substitution over the
purchase price thereof is not more than the excess of the aggregate Fair Market
Value of the Shares subject to a Performance Warrant immediately before such
substitution over the purchase price thereof, or (ii) upon written notice to the
Warrant Holder provide that the Performance Warrant must be exercised within
sixty (60) days of the date of such notice or it will be terminated.
<PAGE> 8
(l) General Restriction. Each Performance Warrant shall be subject to
the requirement that if at any time the Board of Directors shall determine, in
its discretion, that the listing, registration or qualification of the Shares
subject to such Performance Warrant upon any securities exchange or under any
state or federal law, or the consent or approval of any government regulatory
body, is necessary or desirable as a condition of, or in connection with, the
granting of such Performance Warrant or the issue or purchase of Shares
thereunder, such Performance Warrant may not be exercised in whole or in part
unless such listing, registration, qualification, consent or approval shall have
been effected or obtained free of any conditions not acceptable to the Board of
Directors.
9. AMENDMENT OF THE PLAN
The Plan may at any time or from time to time be terminated, modified or
amended by the affirmative vote of not less than a majority of the votes
entitled to be cast thereon by the Company's shareholders. The Board of
Directors may at any time and from time to time modify or amend the Plan in any
respect, except that without shareholder approval the Board of Directors may not
(1) increase the maximum number of Shares for which Performance Warrants may be
granted under the Plan either in the aggregate or to any Eligible Employee
(other than increases due to changes in capitalization as referred to in Section
8(i) hereof), or (2) reduce the Performance Warrant exercise price or waiting
period (except as otherwise expressly provided in the Plan in the case of a
reorganization of the Company as referred to in Section 8(j) hereof), or (3)
extend the period during which Performance Warrants may be granted or exercised,
or (4) change the class of employees eligible for Performance Warrants under
Section 6 hereof, or (5) to otherwise materially modify (within the meaning of
Rule 16b-3 of the Securities Exchange Act of 1934, as amended) the requirements
as to eligibility for participation in the Plan, or (6) to otherwise materially
increase (within the meaning of Rule 16b-3 of the Securities Exchange Act of
1934, as amended) the benefits accruing to participants under the Plan. The
termination or any modification or amendment of the Plan shall not, without the
written consent of a Warrant Holder, affect his or her rights under a
Performance Warrant or right previously earned by him or her. With the written
consent of the Warrant Holder affected, the Board of Directors or the Committee
may amend outstanding Performance Warrant agreements in a manner not
inconsistent with the Plan.
12. BINDING EFFECT
All decisions of the Board of Directors or the Committee involving the
implementation, administration or operation of the Plan or any offering under
the Plan shall be binding on the Company, all Eligible Employees participating
in the Plan, and on all persons eligible or who become eligible to participate
in the Plan.
<PAGE> 1
EXHIBIT 4.2
<PAGE> 2
VSI ENTERPRISES, INC.
PERFORMANCE WARRANT AGREEMENT
THIS PERFORMANCE WARRANT AGREEMENT ("Agreement") made and entered into
this 15th day of March, 1999 by and between VSI Enterprises, Inc. (the
"Company") and ___________________ ("Employee");
W I T N E S S E T H:
The Board of Directors of the Company has adopted that certain 1995
Performance Warrant Plan (the "Plan"), a copy of which is attached hereto as
Exhibit "A" and incorporated herein by reference. Pursuant to the terms of the
Plan, the Board of Directors has selected Employee to participate in the Plan
and desires to grant to Employee certain Performance Warrants ("Performance
Warrants") to purchase shares of the Company's authorized $.00025 par value
common stock ("Stock"), subject to the terms and conditions hereinafter set
forth.
NOW, THEREFORE, in consideration of the mutual promises, agreements and
covenants contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. INCORPORATION OF PLAN PROVISIONS
This Agreement is subject to and is to be construed in all respects in a
manner which is consistent with the terms of the Plan, the provisions of which
are hereby incorporated by reference into this Agreement. Unless specifically
provided otherwise, all terms used in this Agreement shall have the same
meaning as in the Plan.
2. GRANT OF PERFORMANCE WARRANT
Subject to the further terms and conditions of this Agreement, Employee is
hereby granted a Performance Warrant to purchase ________ shares of Stock,
effective as of the date first above written.
3. EXERCISE PRICE
The Board of Directors has determined that the price for each share of
Stock purchased under this Agreement shall be $.10.
4. EXPIRATION OF PERFORMANCE WARRANTS
The right to acquire Stock pursuant to this Agreement shall expire (to the
extent not previously fully exercised) upon the first to occur of the
following:
(a) March 15, 2004 (the fifth anniversary of the date of issuance of
this Performance Warrant);
(b) The date which is ninety (90) days following the date which
Employee ceases employment with the Company or any Subsidiary, otherwise than as
a result of Employee's death or total disability; or
<PAGE> 3
(c) The date which is the first anniversary of the date upon which
Employee ceases to be employed by the Company or any Subsidiary, by reason of
Employee's death or total disability.
4. EXERCISE OF PERFORMANCE WARRANT
Unless Performance Warrants hereunder shall earlier lapse or expire
pursuant to Article 4 hereof, the Stock subject to Performance Warrants earned
by Employee in any Plan Year may be purchased in whole or in part in accordance
with the terms of this Agreement, from time to time after March 15, 1999. The
Performance Warrant exercise price may be paid by Employee either in cash, or,
in the event that an organized trading market in the Stock exists on the date
of exercise of the Performance Warrant, by surrender of other Stock held by
Employee.
For the purposes of this Article 5, an "organized trading market" shall be
deemed to exist on the date of exercise of the Performance Warrant if: (a) the
Stock is listed on a national securities exchange, or (b) the Stock has been
quoted on the National Association of Securities Dealers Automated Quotation
System ("NASDAQ") for the 15 trading days preceding the date of exercise of the
Performance Warrant, or (c) bid and asked quotations for the Stock have been
published by the National Quotation Bureau or other recognized inter-dealer
quotation publication (other than NASDAQ) during 20 of the 30 trading days
preceding the date of exercise of the Performance Warrant. In the event that an
organized trading market for the Stock exists on the date of exercise of the
Performance Warrant, Employee shall be given credit against the Performance
Warrant exercise price hereunder for such Stock surrendered equal to (i) if the
Stock is listed on a national securities exchange or is quoted on the NASDAQ
National Market System, the last actual sales transaction price reported on the
day preceding exercise of the Performance Warrant, or, if there were no actual
sales transactions reported for such date, on the date next preceding such date
on which actual sales transactions were reported, or (ii) if the Stock is quoted
on NASDAQ (other than the NASDAQ National Market System) or by the National
Quotation Bureau or other recognized inter-dealer quotation publication, the
average of the high and low price quotations on the day preceding exercise of
the Performance Warrant, or, if there were no price quotations for such date, on
the date next preceding such date on which there were high and low price
quotations for the Stock.
6. MANNER OF EXERCISE
This Performance Warrant may be exercised by written notice to the
Secretary of the Company specifying the number of shares to be purchased and
signed by Employee or such other person who may be entitled to acquire Stock
under this Agreement. If any such notice is signed by a person other than
Employee, such person shall also provide such other information and
documentation as the Secretary of the Company may reasonably require to assume
that such person is entitled to acquire Stock under the terms of the Plan and
this Agreement. After receipt of the notice and any other assurances requested
by the Company under this Article 6, and upon receipt of the full Performance
Warrant price, the Company shall issue to the person giving notice of exercise
under this Agreement the number of shares of Stock specified in such notice.
7. RESTRICTIONS ON TRANSFERABILITY
The Performance Warrant granted hereunder shall not be transferable by
Employee otherwise than by will or by the laws of descent and distribution, and
such Performance Warrant shall be exercisable during Employee's lifetime only
by Employee.
-2-
<PAGE> 4
8. THE RIGHT OF THE COMPANY TO TERMINATE EMPLOYMENT
Nothing contained in the Plan or in this Agreement shall confer upon
Employee any right to be continued in the employment of the Company or a
Subsidiary or shall interfere in any way with the right of the Company or a
Subsidiary to terminate Employee's employment at any time for any reason.
9. RIGHTS AS A SHAREHOLDER
Employee shall have no rights as a shareholder with respect to any Stock
covered by a Performance Warrant until the date of issuance of the stock
certificate to the Employee for such Stock. Except as otherwise expressly
provided in the Plan, no adjustments shall be made for dividends or other rights
for which the record date is prior to the date such stock certificate is issued.
10. RECAPITALIZATION AND REORGANIZATION
In the event that dividends are payable in Stock of the Company or in the
event there are splits, subdivisions or combinations of shares of Stock of the
Company, the number of shares available under the Plan shall be increased or
decreased proportionately, as the case may be, and the number of shares of Stock
deliverable upon the exercise thereafter of any Performance Warrant theretofore
earned shall be increased or decreased proportionately, as the case may be,
without change in the aggregate purchase price.
In case the Company is merged or consolidated with another corporation and
the Company is not the surviving corporation, or in case the property or stock
of the Company is acquired by another corporation, or in case of a separation,
reorganization, recapitalization or liquidation of the Company, the Board of
Directors of the Company, or the Board of Directors of any corporation assuming
the obligations of the Company under the Plan shall either (i) make appropriate
provision for the protection of any outstanding Performance Warrants by the
substitution on an equitable basis of appropriate stock of the Company, or of
the merged, consolidated or otherwise reorganized corporation which will be
issuable in respect to the shares of Stock of the Company, provided only that
the excess of the aggregate Fair Market Value of the Stock subject to a
Performance Warrant immediately after such substitution over the purchase price
thereof is not more than the excess of the aggregate Fair Market Value of the
Stock subject to a Performance Warrant immediately before such substitution over
the purchase price thereof, or (ii) upon written notice to the warrant holder
provide that the Performance Warrant must be exercised within sixty (60) days of
the date of such notice or it will be terminated.
11. FURTHER RESTRICTIONS ON EXERCISE AND SALE OF STOCK
Neither this Performance Warrant nor any portion thereof shall be
exercisable at any time during which there is not on file with the Securities
and Exchange Commission an effective Registration Statement covering the
Performance Warrant shares on Form S-8, or similar form promulgated by the
Securities and Exchange Commission.
Nothing contained in this section shall be construed to obligate the
Company to, or to grant any right to the holder of this Performance Warrant to,
cause the Company to file any Registration Statement; or, if any such
Registration Statement is filed, to prepare any additional prospectus, to file
any amendments to the Registration Statement, or to continue said Registration
Statement in effect.
<PAGE> 5
If at any time during which this Performance Warrant is otherwise
exercisable according to its terms there is no effective Registration Statement
on file with the Securities and Exchange Commission covering the shares then
acquirable hereunder, the Board of Directors may, in its sole discretion, permit
this Performance Warrant to be exercised by the holder hereof, upon its
satisfaction that the offer and sale of such Performance Warrant shares to the
warrant holder is exempt in fact from the registration requirements of the
Securities Act of 1933, as amended, and such state securities laws as shall be
applicable, and may condition such exercise upon its receipt of such
representations, factual assurances and legal opinions as it shall deem
necessary to determine and document the availability of any such exemption and
may further condition such exercise upon such undertakings by the holder hereof
or such restriction upon the transferability of the Stock to be acquired
hereunder as it shall determine to be necessary to effectuate and protect the
claim to any such exemption.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
by a member of the Board of Directors or a duly authorized officer of the
Company, and Employee has executed this Agreement as of the date first written
above.
VSI ENTERPRISES, INC.
By:
---------------------------------------
President
Attest:
- ------------------------------
Secretary
"EMPLOYEE"
------------------------------------------
-4-
<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
200,000 Shares of $0.00025 par value Common Stock
1995 Performance Warrant Plan
Gentlemen:
We have acted as counsel for VSI Enterprises, Inc. (the "Company") in
connection with the registration of 200,000 shares of its $0.00025 par value
Common Stock (the "Shares") reserved to the Company's 1995 Performance Warrant
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 200,000 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 1995 Performance Warrant 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 1995 Performance
Warrant 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 1995 Performance Warrant 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 M. Carr
--------------------------------
Larry M. Carr
ACKNOWLEDGEMENT
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 1995 Performance Warrant 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 1995 Performance Warrant 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
