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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Purusant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 5, 1998
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VSI Enterprises, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-10927 84-1104448
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
5801 Goshen Springs Road, Norcross, Georgia 30071
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (770) 242-7566
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Not applicable
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
Reference is made to Exhibit 99.1 attached hereto, which, in accordance
with the safe harbor provided by Rule 135c under the Securities Act of 1933, as
amended, discloses a private placement of term notes and warrants currently
being conducted by VSI Enterprises, Inc.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Exhibits:
99.1 Press Release dated October 5, 1998 regarding private placement.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
VSI ENTERPRISES, INC.
By: /s/ Julia B. North
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Julia B. North, President and Chief
Executive Officer
Dated: October 5, 1998
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
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99.1 Press Release dated October 5, 1998 regarding private placement.
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
Contact: Ken Keatley
Director of Investor Relations
770-242-7566;[email protected]
VSI BUYS BACK OVER $1 MILLION OF CONVERTIBLE DEBENTURES (Company raising funds
in attempt to buy remaining debentures by Nov. 16).
NORCROSS, GEORGIA - October 5, 1998 -- VSI Enterprises, Inc. (NASDAQ: VSIN)
announced today that it has reached an agreement with the holder of its
convertible debentures to immediately buy back $1,040,000 of convertible
debentures at face value. In addition, the company will pay the debenture
holder $128,858 in accrued interest and fees.
The debenture holder has given the Company a 45-day option to repurchase the
remaining $1.3 million of convertible debentures at face value and has also
agreed to refrain from converting any of the remaining convertible debentures,
or sell any shares of VSI common stock, for 45 days. During that period, which
expires November 16, VSI will attempt to raise funds to buy back the remaining
debentures. No further interest or fees will be due.
Judi North, President & CEO of VSI, said, "I am pleased that we have been able
to buy back a portion of the convertible debentures, and would like to
personally thank those investors, including VSI insiders, who have participated
in this effort."
The redemption of the convertible debentures was funded from the proceeds of a
private placement of term notes by the Company. The Company is offering up to
$3.0 million of term notes to accredited investors, of which $1.15 million have
been sold to date. Any proceeds from the sale of the remaining notes will be
used to redeem the remaining convertible debentures and for general corporate
purposes. The notes mature on March 31, 2000 and accrue interest at an annual
rate of prime plus 3%. Purchasers of notes will also receive a warrant to
purchase one share of common stock of the Company for each $2.00 of notes
purchased. Warrants have an exercise price of $0.42 per share and are
exercisable commencing on April 1, 2000.
The securities offered by the Company have not been registered under the
Securities Act of 1933, as amended, and may not be offered or sold in the
United States absent registration or an applicable exemption from registration
requirements.
VSI Enterprises, Inc. designs, manufactures, markets and supports a full range
of videoconferencing products, along with telecommunications software and
services. Customers in more than 30 countries include Fortune 1000
corporations, governmental agencies, health care providers and
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educational institutions. VSI has sales offices in the United States, Europe
and the Far East. For more information, access the VSI Enterprises Inc. home
page as follows: http://www.vsin.com
Certain statements contained herein are "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995, such as
statements relating to financial results and plans for future business
development activities, and are thus prospective. Such forward-looking
statements are subject to risks, uncertainties and other factors which could
cause actual results to differ materially from future results expressed or
implied by such forward-looking statements. Potential risks and uncertainties
include, but are not limited to, economic conditions, competition and other
uncertainties detailed from time to time in the Company's Securities and
Exchange Commission filings.
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