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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
VSI Enterprises, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock $.00025 par value per share.
- --------------------------------------------------------------------------------
(Title of Class of Securities)
91 832 B 504
--------------------------------------------------------
(CUSIP Number)
Robert M. Krasne, Esq., Williams & Connolly, 725 12th St., N.W., Washington,
D.C. 20005 (202) 434-5188
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
July 29, 1996
--------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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SCHEDULE 13D
CUSIP NO. 91 832 B 504 PAGE 2 OF 7 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Edward S. Redstone
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /xx/
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3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 2,360,000
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER**
EACH
REPORTING 2,362,500
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
2,360,000
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER**
2,362,500
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON**
2,362,500
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.421
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, REPSONSES TO ITEMS 1-7 2 of 7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
CUSIP NO. 91 832 B 504 PAGE 3 OF 7 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Madeline M. Redstone
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /x/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF
SHARES 2,500
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER**
EACH
REPORTING 2,362,500
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
2,500
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER**
2,362,500
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON**
2,362,500
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.421
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 of 7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE> 4
PAGE 4 OF 7 PAGES
Item 1. Security and Issuer.
This amendment (the "Amendment") relates to the Schedule 13D filed by
the Reporting Persons (as defined below) on June 6, 1996 relating to common
stock, par value $.00025 per share (the "Shares"), of VSI Enterprises, Inc., a
Delaware Corporation (the "Company"). On June 17, 1996 Edward S. Redstone
purchased an additional 60,000 Shares of the Company and on July 29, 1996,
Edward S. Redstone acquired an additional 500,000 Shares (collectively, the
"Additional Shares") of the Company. The Company's principal executive offices
are located at 5801 Goshen Springs Road, Norcross, Georgia 30071.
Item 2. Identity and Background.
(a), (b) and (c). This statement is being filed by
Edward S. Redstone (Investor)
709 Monument Street
Concord, MA 01742
Madeline M. Redstone (Investor)
709 Monument Street
Concord, MA 01742
(collectively, the "Reporting Persons")
(d) and (e). During the last five years the Reporting Persons have
not (i) been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or (ii) been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
(f). The Reporting Persons are citizens of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
The Shares were acquired with personal funds of the Reporting Persons.
The amount of the consideration for the Additional Shares was $215,000 for the
June 17, 1996 purchase, and $1,085,000 for the July 29, 1996 purchase. The
aggregate amount of the consideration for the aggregate Shares of the Reporting
Persons was $6,729,975.16.
Item 4. Purpose of Transaction.
The Reporting Persons acquired Shares in the Company and the
Additional Shares based on their view that the shares represented an attractive
investment. Effective July 9, 1996, Edward S. Redstone was elected to the
board of directors of the Company. The Reporting Persons have no present plans
or proposals which relate to or would result in any of the actions specified in
clauses (a) through (j) of Item 4 of Schedule 13D, but they may periodically
acquire or dispose of shares of the Company, depending on market circumstances.
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PAGE 5 OF 7 PAGES
Item 5. Interest in Securities of the Issuer.
(a) Effective as of July 29, 1996, the Reporting Persons owned in
the aggregate 2,362,500 Shares, which represent 6.421% of the 36,794,324 Shares
outstanding as of July 29, 1996. If Edward S. Redstone were to exercise the
option granted to him pursuant to the Option Agreement described below,
assuming the only additional Shares issued by the Comapny were pursuant to such
option and no other changes in the Reporting Persons' shareholdings, the
Reporting Persons would own 6.472% of the Shares of the Company.
(b) The Reporting Persons have the sole power to direct the voting
and disposition of the Shares owned by the Reporting Persons.
(c) Other than acquiring the Shares reported in the Schedule 13D
filed on June 6, 1996, acquiring the Additional Shares reported in this
Amendment, and executing the Option Agreement described below, the
Reporting Persons have not effected any transactions in the Shares within the
past sixty days.
(d) and (e). N/A.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
As of July 9, 1996, Edward S. Redstone was granted an option to
purchase an additional 20,000 Shares from the Company at a price of $2.812 per
Share pursuant to the Option Agreement described below.
Item 7. Material to be Filed as Exhibits.
VSI Enterprises Inc. Director Non-Qualified Stock Option Agreement
(the "Option Agreement") made and entered into as of July 9, 1996 by and
between the Company and Edward S. Redstone.
Item **. Miscellaneous.
The Reporting Persons, by virtue of familial relationships, may be
deemed to be beneficial owners of the Shares owned by each Reporting Person's
spouse. Although, for disclosure purposes, the 2500 shares beneficially owned
by Madeline M. Redstone, have been included on Rows 8, 10 and 11 on the Cover
Page for Edward S. Redstone, such filing shall not be construed as an admission
that Edward S. Redstone is the beneficial owner of his spouse's Shares.
Likewise, the inclusion of the 2,360,000 shares owned by Edward S. Redstone on
Rows 8, 10 and 11 on the Cover Page for Madeline M. Redstone shall not be
construed as an admission that she is the beneficial owner of such Shares.
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PAGE 6 OF 7 PAGES
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
/s/ EDWARD S. REDSTONE
--------------------------
Edward S. Redstone
Dated: August 8, 1996
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PAGE 7 OF 7 PAGES
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
/s/ MADELINE M. REDSTONE
--------------------------
Madeline M. Redstone
Dated: August 8, 1996
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EXHIBIT INDEX
Exhibit Description
- ------- -----------
1 VSI Enterprises Inc. Director Non-Qualified Stock Option
Agreement made and entered into as of July 9, 1996 by and
between VSI Enterprises Inc. and Edward S. Redstone.
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EXHIBIT 1
VSI ENTERPRISES, INC.
DIRECTOR NON-QUALIFIED STOCK OPTION AGREEMENT
THIS DIRECTOR NON-QUALIFIED STOCK OPTION AGREEMENT ("Option Agreement")
made and entered into this 9th day of July, 1996 by and between VSI
Enterprises, Inc. (the "Company") and Edward S. Redstone ("Director");
W I T N E S S E T H:
Pursuant to the terms of the Company's 1991 Stock Option Plan (the
"Plan"), each non-employee director of the Company was granted an option to
purchase twenty thousand (20,000) shares of the Company's authorized $.00025 par
value common stock ("Stock").
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 Option 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 Option
Agreement. Unless specifically provided otherwise, all terms used in this
Option Agreement shall have the same meaning as in the Plan.
2. GRANT OF OPTION
Subject to the further terms and conditions of this Option Agreement,
Director is hereby granted a stock option to purchase twenty thousand (20,000)
shares of Stock, effective as of the date first written above.
3. FAIR MARKET VALUE OF STOCK
The Board of Directors has determined, in good faith and in its best
judgment, that the fair market value per share of Stock as of the date this
stock option is granted is $2.812.
4. OPTION PRICE
The Board of Directors has determined that the price for each share of
Stock purchased under this Option Agreement shall be $2.812.
5. EXPIRATION OF OPTIONS
The option to acquire Stock pursuant to this Option Agreement shall
expire (to the extent not previously fully exercised) on July 9, 2001 (the
sixth anniversary of the date of the grant of the option).
6. EXERCISE OF OPTION
Director may exercise this stock option, in whole or in part from time
to time commencing on the date of this agreement. The option exercise price
may be paid by Director either in cash, or, in the event that an organized
trading market in the Stock exists on the date of exercise of the option, by
surrender of other shares held by Director of the Stock of the Company.
For the purposes of this Article 6, an "organized trading market"
shall be deemed to exist on the date of exercise of the option 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
option, 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 option. In the event that an organized trading market
for the Stock exists on the date of exercise of the option, Director shall be
given credit against the option exercise price
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hereunder for such shares 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 option, 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 option, 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.
7. MANNER OF EXERCISE
This stock option may be exercised by written notice to the Secretary
of the Company specifying the number of shares to be purchased and signed by
Director or such other person who may be entitled to acquire Stock under this
Option Agreement. If any such notice is signed by a person other than
Director, 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 Option Agreement. After receipt of the notice and any other assurances
requested by the Company under this Article 7, and upon receipt of the full
option price, the Company shall issue to the person giving notice of exercise
under this Option Agreement the number of shares specified in such notice.
8. RESTRICTIONS ON TRANSFERABILITY
The stock option granted hereunder shall not be transferable by
Director otherwise than by will or by the laws of descent and distribution, and
such stock option shall be exercisable during Director's lifetime only by
Director.
9. 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, a proportionate adjustment will be made in the number of shares
subject to this option and to the purchase price per share.
After any merger of one or more corporations into the Company, any
merger of the Company into another corporation, any consolidation of the
Company and one or more corporations, or any other corporate reorganization of
any form involving the Company as a party thereto involving any exchange,
conversion, adjustment or other modification of the outstanding shares, the
Director shall, at no additional cost, be entitled, upon any exercise of this
option, to receive (subject to any required action by stockholders), in lieu of
the number of shares as to which this option shall then be so exercised, the
number and class of shares of stock or other securities or any other property
to which the Director would have been entitled pursuant to the terms of the
agreement of merger, consolidation or other reorganization if, at the time of
the merger, consolidation or other reorganization, the Director had been a
holder of record of the number of shares equal to the number of shares as to
which this option shall then be so exercised.
In the event of (i) the adoption of a plan of merger or consolidation
of the Company with any other corporation as a result of which the holders of
the Company's shares as a group would receive less than 50% of the voting
capital stock of the surviving or resulting corporation, (ii) the adoption of a
plan of liquidation or the approval of the dissolution of the Company, (iii)
the approval by the Board of Directors of an agreement providing for the sale
or transfer of substantially all of the assets of the Company, or (iv) the
acquisition of more than 20% of the outstanding shares by any person, in the
absence of a prior expression of approval of the Board of Directors, this
option shall become immediately exercisable in full, subject to any appropriate
adjustments in the number of shares subject to option and the option price, and
shall remain exercisable for the remaining term hereof, regardless of any
provisions contained in this Option Agreement with respect thereto limiting the
exercisability of the option for any length of time, subject to all of the
terms of the Plan. Notwithstanding the foregoing, if a successor corporation,
as contemplated in clause (i) or (iii) of the preceding sentence, agrees to
assume this option or to substitute substantially equivalent options, then this
option shall not be immediately exercisable, but shall remain exercisable in
accordance with the terms set out herein.
2
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IN WITNESS WHEREOF, the Company has caused this Option Agreement to be
executed by a member of the Board of Directors or a duly authorized officer of
the Company, and Director has executed this Option Agreement as of the date
first written above.
VSI ENTERPRISES, INC.
By: /s/ R.K. SNELLING
----------------------------------
R.K. Snelling, Chairman and Chief
Executive Officer
Attest:
/s/ B.R. BREWER
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B.R. Brewer, Secretary
"DIRECTOR"
/s/ EDWARD S. REDSTONE
-------------------------------------
Edward S. Redstone
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