<PAGE> 1
As filed with the Securities and Exchange Commission on July 16, 1999
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
(State or other ---------------------------- 84-1104448
jurisdiction of (I.R.S. Employer
incorporation or 5801 GOSHEN SPRINGS ROAD Identification Number)
organization) NORCROSS, GEORGIA 30071
(Address of principal executive offices)
-------------------------------
1991 STOCK OPTION PLAN
(Full Title of the Plan)
-------------------------------
RICHARD E. HARRISON, CHIEF EXECUTIVE OFFICER
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 3100
1230 PEACHTREE STREET, N.E.
ATLANTA, GEORGIA 30309
(404) 815-3643
------------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=========================================================================================================================
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered Per Share (1) Offering Price (1) Fee
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Options and underlying
shares of Common Stock 225,000 Shares $0.375 $84,375 $24
=========================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c).
================================================================================
<PAGE> 2
This Registration Statement covers 225,000 additional shares of the
$0.001 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 number of shares being
registered hereby reflects the effects of a 1-for-4 reverse split of the
Company's common stock effected on January 15, 1999. The contents of the
Company's earlier Registration Statements on Form S-8, File Nos. 333-18237,
33-72512 and 33-44035, as filed with the Securities and Exchange Commission on
December 19, 1996, December 3, 1993 and November 14, 1991, 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:
(a) the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998;
(b) the Company's Quarterly Report on form 10-Q for the quarter
ended March 31, 1999;
(c) the Company's Current report on Form 8-K dated January 5,
1999; and
(d) the description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, as filed with
the Securities and Exchange 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 OFFICERS AND DIRECTORS.
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 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 in
connection with the defense or settlement of any action or suit if he acted in
good faith and in a manner he 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.
II-1
<PAGE> 4
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, filed as
exhibit 4.4 to the Company's Form S-8 Registration Statement filed on
December 19, 1996, Registration No. 333-18237.
4.5 - Amendment No. 4 to the Company's 1991 Stock Option Plan, filed as
exhibit 4.5 to the Company's Form S-8 Registration Statement filed on
December 19, 1996, Registration No. 333-18237.
4.6 - Amendment No. 5 to the Company's 1991 Stock Option Plan, filed as
exhibit 10.3.5 to the Company's Annual Report on Form 10-K for the year
ended December 31, 1998.
4.7 - 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.
</TABLE>
II-2
<PAGE> 5
<TABLE>
<S> <C> <C>
23.1 - Consent of Grant Thornton LLP.
23.2 - Consent of Arthur Andersen LLP.
23.3 - Consent of Smith, Gambrell & Russell, LLP (contained in their opinion
filed as Exhibit 5.1).
</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 15th day of July,
1999.
VSI ENTERPRISES, INC.
By: /s/ Richard E. Harrison
------------------------------------
Richard E. Harrison
Chief Executive Officer and Director
(Principal Executive 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 E. Harrison Chief Executive Officer July 15, 1999
- -----------------------------------
Richard E. Harrison
/s/ Karen T. Franklin Chief Financial Officer July 15, 1999
- ----------------------------------- (Principal Financial and
Karen T. Franklin Accounting Officer)
/s/ Larry M. Carr Director July 15, 1999
- -----------------------------------
Larry M. Carr
/s/ Harlan D. Platt Director July 15, 1999
- -----------------------------------
Harlan D. Platt
/s/ Julia B. North Director July 15, 1999
- -----------------------------------
Julia B. North
Director July , 1999
- -----------------------------------
Edward S. Redstone
</TABLE>
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- ----------------------
<S> <C>
5.1 Opinion of Smith, Gambrell & Russell, LLP.
23.1 Consent of Grant Thornton LLP.
23.2 Consent of Arthur Andersen LLP.
</TABLE>
<PAGE> 1
EXHIBIT 5.1
SMITH, GAMBRELL & RUSSELL, LLP
ATTORNEYS AT LAW
TELEPHONE SUITE 3100, PROMENADE II WEBSITE
(404) 815-3500 1230 PEACHTREE STREET, N.E. WWW.SGRATL.COM
FACSIMILE ATLANTA, GEORGIA 30309-3592
(404) 815-3509
--------
ESTABLISHED 1893
July 15, 1999
VSI Enterprises, Inc.
5801 Goshen Springs Road
Norcross, Georgia 30071
RE: VSI Enterprises, Inc.
Registration Statement on Form S-8
225,000 Shares of $.001 par value
Common Stock
1991 Stock Option Plan
Ladies and Gentlemen:
We have acted as counsel for VSI Enterprises, Inc. (the "Company") in
connection with the registration of 225,000 shares of its $.001 par value Common
Stock (the "Shares") reserved to the Company's 1991 Stock Option Plan, as
amended (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 Secretary of State of the State of Delaware;
(2) The Bylaws 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; and
(4) The Registration Statement, including all exhibits thereto.
<PAGE> 2
VSI Enterprises, Inc.
July 15, 1999
Page 2
Based upon such examination and upon examination of such other
instruments and records as we have deemed necessary, we are of the opinion that
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
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTS
We have issued our reports dated March 5, 1999 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, 1998 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" in the related Prospectus.
/s/ Grant Thornton LLP
Atlanta, Georgia
July 15, 1999
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our reports dated
April 12, 1999 related to the consolidated balance sheet of VSI Enterprises,
Inc.'s and subsidiaries (the "Company") and the related statements of
operations, stockholders' equity and cash flows for the year then ended,
included in the Company's Form 10-K for the year ended December 31, 1998 and to
all references to our Firm included in or made a part of this registration
statement.
/s/ Arthur Andersen LLP
Atlanta, Georgia
July 15, 1999
