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Filed pursuant to Rule 424(b)(3)
Registration Statement No. 333-15123
VSI ENTERPRISES, INC.
SUPPLEMENT NO. 3 TO PROSPECTUS DATED DECEMBER 17, 1996
Subsequent to the date of the Prospectus, each of Fairway Capital,
Limited ("Fairway") and Infinity Investors, Ltd. ("Infinity"), Selling
Shareholders of the Company, converted into shares of Common Stock of the
Company all outstanding Convertible Debentures held by them. Accordingly the
number of shares of Common Stock to be sold pursuant to the Prospectus by
Fairway and Infinity is 719,776 shares and 1,038,973 shares, respectively.
Collectively, this is 241,251 fewer shares of Common Stock than originally
registered by the Company on behalf of Fairway and Infinity. Accordingly, all
of such 241,251 excess shares of Common Stock are hereby reallocated to
Southbrook International Investments, Inc., another Selling Shareholder and
holder of Convertible Debentures ("Southbrook").
As of the date of this Supplement, Southbrook had converted $1,925,000
of Convertible Debentures into 1,515,306 shares of Common Stock of the Company.
Southbrook currently holds Convertible Debentures having an aggregate principal
amount of $575,000. Taking into account the 241,251 shares of Common Stock
reallocated from Fairway and Infinity, there are now a total of 2,241,251 shares
of Common Stock registered for the benefit of Southbrook pursuant to the
Prospectus.
Terms used herein and not otherwise defined shall have the meaning
ascribed to them in the Prospectus.
The date of the Supplement is May 15, 1997
