<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K/A
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Amendment No. 4 to
Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the Fiscal Year Ended December 31, 1998
------------------------------
Commission File No. 1-10927
VSI ENTERPRISES, INC.
A Delaware Corporation
(IRS Employer Identification No. 84-1104448)
5801 Goshen Springs Road
Norcross, Georgia 30071
(770) 242-7566
Securities Registered Pursuant to Section 12(b)
of the Securities Exchange Act of 1934:
None
Securities Registered Pursuant to Section 12(g)
of the Securities Exchange Act of 1934:
Common Stock, $.001 par value per share
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No ___
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
The aggregate market value of the common stock of the registrant held by
non-affiliates of the registrant (10,703,808 shares) on April 15, 1999 was
approximately $5,351,904, based on the closing price of the registrant's common
stock as quoted on the Nasdaq SmallCap Market on April 15, 1999. For the
purposes of this response, officers, directors and holders of 5% or more of the
registrant's common stock are considered the affiliates of the registrant at
that date.
The number of shares outstanding of the registrant's common stock, as of April
15, 1999: 12,300,144 shares of $.001 par value common stock.
The following items are amended:
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<TABLE>
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Item 10. Directors and Executive Officers of the Registrant.
Item 11. Executive Compensation.
Item 14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K.
</TABLE>
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The directors and executive officers of the Company, as of December
28, 1999, are as follows:
<TABLE>
<CAPTION>
NAME AGE TITLE
- ---- ---- -----
<S> <C> <C>
Larry M. Carr 56 Chairman of the Board
Richard E. Harrison 41 Chief Executive Officer
Karen T. Franklin 42 Chief Financial Officer
Richard W. Egan 34 President-Videoconferencing
Systems, Inc.
Richard C. Mays 43 Vice President and Chief
Technical Officer
Julia B. North 52 Director
Harlan D. Platt, Ph.D. 49 Director
Edward S. Redstone 71 Director
</TABLE>
Larry M. Carr. Mr. Carr has been a director of the Company since June
1994. Mr. Carr founded Nursefinders, Inc., a temporary services company in the
healthcare industry, in 1974. Although Mr. Carr's interest in this company was
acquired by Adia Services, Inc., Mr. Carr still owns and operates numerous
Nursefinders franchises and assists in the administration and management of
several other franchises through an entity known as Management Services, Inc.
Mr. Carr is Chairman of the Board of Northwest National Bank, located in
Arlington, Texas, and several privately held companies, including Taconic
Partners, Inc., Trinity Airweights, Inc. and Computerized Healthcare, Inc.
Richard E. Harrison. Mr. Harrison has served as Chief Executive
Officer of the Company since June 1999. Mr. Harrison also serves as the
President and a Manager of Taconic Partners, L.L.C., a Dallas, Texas based
venture capital, merchant banking and consulting firm. Since October 1996, Mr.
Harrison has served as Chairman, President and CEO of OHA Financial, Inc., an
affiliated investment of Taconic engaged in the specialty finance industry.
Before founding Taconic Partners, Inc. in 1990, the predecessor to Taconic
Partners, L.L.C., Mr. Harrison was a senior consultant with Towers Perrin,
where he specialized in post-merger integration of operations and organizations
for larger international companies. Prior to joining Towers Perrin, Mr.
Harrison worked for Thomson-McKinnon in corporate finance. Before that, Mr.
Harrison was on the marketing staff of Reliance Electric Company. Mr. Harrison
holds a bachelor of business administration degree in Finance from Baylor
University and a masters of business administration degree from the University
of Texas at Austin where he graduated with honors.
Karen T. Franklin. Ms. Franklin has served as Chief Financial Officer
of the Company since June 1999. Ms. Franklin served as Controller of OHA
Financial, Inc. from September 1997 through May 1999. Previously, she had
served as Director of Financial Accounting for Jayhawk Acceptance Corporation,
a publicly held specialty finance company, and in managerial positions with
PricewaterhouseCoopers, Nations Credit Corporation and US Trails, Inc. She
holds a master of science degree in accounting form the University of North
Texas. She is a Certified Public Accountant.
Richard W. Egan. Mr. Egan joined the Company in June 1995 and, from
February 1998 to June 1999, he served as Executive Vice President -
Global Sales. Since June 1999, Mr. Egan has served as President of the Company's
Videoconferencing Systems subsidiary. From July 1996 until February 1998 he
served as National Account Manager, and from June 1995 until July 1996 as
Regional Sales Director. He was previously employed as Eastern Region Sales
Manager for DBA Software and as Account Manager for Training America/Goal
Systems.
Richard C. Mays. Mr. Mays joined the Company in April 1993 and, since
February 1, 1998, has served as Vice President and Chief Technical Officer. From
April 1993 until September 1994, he served as Lead Software Engineer, and from
September 1994 until April 1996 as Software Development Manager.
Julia B. North. Ms. North has been a director of the Company since
October 1997 and served as its President and Chief Executive Officer from
October 1997 to June 1999. Ms. North served in various capacities with
BellSouth Corporation from 1972 to October 1997, including most recently as
President of its Consumer Services Division. Ms. North is a director of
Winn-Dixie Stores, Inc., a food retailer, ChoicePoint, Inc., a provider of risk
management services, and Wisconsin Energy Corp., a holding company with
subsidiaries in utility and non-utility businesses.
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<PAGE> 3
Harlan D. Platt, Ph.D. Dr. Platt has been a director of the Company
since September 1998. Mr. Platt has been a Professor of Finance in the College
of Business Administration at Northeastern University in Boston since 1981. His
research interests are in the areas of corporate renewal and turnaround
management. Dr. Platt is the author of three books, with the most recent
Principles of Corporate Renewal published in April 1998 by the University of
Michigan Press. Dr. Platt serves on the Board of Directors of Prospect Street
High Income Portfolio, Inc., and is the president of 911RISK Inc., which
develops predictive models of corporate distress. He is also the faculty dean of
the Turnaround Management Association.
Edward S. Redstone. Mr. Redstone has been a director of the Company
since July 1996. Mr. Redstone has been a private investor since 1994. From 1984
to 1994, he served as Chairman of the Board of Martha's Vineyard National Bank.
There are no family relationships between any director or executive
officer and any other director or executive officer of the Company.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors, executive officers and persons who own more than 10% of the
outstanding Common Stock of the Company to file with the Securities and
Exchange Commission reports of changes in ownership of the Common Stock of the
Company held by such persons. Officers, directors and greater than 10%
shareholders are also required to furnish the Company with copies of all forms
they file under this regulation. To the Company's knowledge, based solely on a
review of the copies of such reports furnished to the Company and
representations that no other reports were required, during the year ended
December 31, 1998, all Section 16(a) filing requirements applicable to its
officers, directors and greater than 10% shareholders were complied with, except
that Richard W. Egan and Richard C. Mays each failed to timely file their
respective Initial Statement of Beneficial Ownership (Form 3).
Although it is not the Company's obligation to make filings pursuant
to Section 16 of the Securities Exchange Act of 1934, the Company has adopted a
policy requiring all Section 16 reporting persons to report monthly to the
Chief Financial Officer of the Company as to whether any transactions in the
Company's securities occurred during the previous month.
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<PAGE> 4
ITEM 11. EXECUTIVE COMPENSATION
The following table provides certain summary information for the
fiscal years ended December 31, 1998, 1997 and 1996 concerning compensation paid
or accrued by the Company to or on behalf of the Company's Chief Executive
Officer and the other executive officers of the Company whose total annual
salary and bonus exceeded $100,000 during the year ended December 31, 1998 (the
"Named Executive Officer").
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE LONG TERM
ANNUAL COMPENSATION COMPENSATION
-------------------------- ------------
OTHER NUMBER OF
NAME AND ANNUAL OPTIONS
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION AWARDED
- ------------------ ---- ------ ----- ----------- ---------
<S> <C> <C> <C> <C> <C>
Julia B. North ................ 1998 $161,535 $ -- $1,638 12,500
President and Chief Executive 1997(1) 32,000 -- -- 112,500
Officer
Richard W. Egan ............... 1998(2) $132,553(3) -- $ 769 25,00
Executive Vice President
-- Global Sales
B. Anthony Godfrey ............ 1998(4) $101,538 $5,850 $1,106 --
Executive Vice President
-- Global Sales
</TABLE>
- --------------
(1) Ms. North joined the Company in October 1997.
(2) Mr. Egan was named Executive Vice President - Global Sales on January
31, 1998.
(3) Includes sales commissions of $53,995.
(4) Mr. Godfrey served as Chief Financial Officer and Secretary of the
Company from November 1997 until January 5, 1999, when he resigned
those positions.
DIRECTOR'S FEES
The Company's present policy is not to pay any cash compensation to
directors who are also employees of the Company for their services as directors.
Each non-employee director of the Company receives an automatic grant of options
to purchase 3,750 shares of Common Stock on each January 5. Each non-employee
director of the Company also receives $500 for each Board meeting attended, plus
reimbursement of travel and other expenses incurred in connection with the
performance of their duties.
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<PAGE> 5
In addition, all new non-employee directors of the Company receive a
one-time grant of an option to purchase 5,000 shares of Common Stock at an
exercise price equal to the fair market value of such stock on the date of
grant. Such options expire, unless previously exercised or terminated, ten years
from the date of grant.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of the Board of Directors is currently
comprised of Larry M. Carr, Edward S. Redstone and Julia B. North. With the
exception of Ms. North, who serves as President & Chief Executive Officer of the
Company, none of the members of the Compensation Committee served as an officer
or employee of the Company or any of its subsidiaries during fiscal 1998. Except
as set forth below, there were no material transactions between the Company and
any of the members of the Compensation Committee during fiscal 1998.
On February 18, 1998, Edward S. Redstone, a director of the Company,
loaned $500,000 to the Company in order to provide the Company with short-term
liquidity. This loan was repaid in full on February 27, 1998, including accrued
interest of $1,045.
In connection with private placement transactions by the Company in
1998, Messrs. Carr and Redstone purchased 18-month term notes on October 1, 1998
in the amount of $400,000 and $200,000, respectively. Interest will accrue on
the outstanding principal indebtedness at a rate per annum equal to three
percent in excess of the prime rate. In addition, Messrs. Carr and Redstone were
granted 50,000 and 25,000 warrants, respectively, to purchase shares of Common
Stock of the Company. No separate consideration was received by the Company for
the issuance of these warrants. The warrants will have a term of five years,
expiring on October 1, 2003, and will become exercisable on April 1, 2000 at an
exercise price of $1.68 per share. The term notes were purchased and warrants
received by these directors on the same terms as were offered to other
investors.
STOCK OPTION PLAN
The Company, by action of its Board of Directors, adopted the 1991
Stock Option Plan (the "1991 Plan") for officers, directors and employees of the
Company or of a wholly-owned subsidiary of the Company. The 1991 Plan was
approved by the shareholders of the Company on October 10, 1991. In July 1992,
the 1991 Plan was amended to, among other things, provide for the automatic
grant of options to the Company's non-employee directors, to increase the number
of shares of Common Stock available for grant thereunder and to expand the class
of persons eligible to receive options under the 1991 Plan to include employees
of majority-owned subsidiaries of the Company. In November 1993, the 1991 Plan
was further amended to expand the class of persons eligible to receive options
under the 1991 Plan and to increase the number of shares of Common Stock
available for grant thereunder. The 1991 Plan, as amended by the shareholders of
the Company on May 19, 1998, provides for the grant of options to purchase up to
an aggregate of 915,514 shares of the Company's Common Stock. Under the terms of
the 1991 Plan, the Stock Option Committee of the Board of Directors may grant
options to purchase shares of Common Stock to officers, directors and employees
of the Company or of a subsidiary of the Company.
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<PAGE> 6
The following table provides certain information concerning individual
grants of stock options under the Company's 1991 Stock Option Plan made during
the year ended December 31, 1998 to the Named Executive Officers:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-----------------
% OF TOTAL POTENTIAL REALIZABLE VALUE
OPTIONS EXERCISE AT ASSUMED ANNUAL RATES OF
GRANTED TO OR BASE STOCK PRICE APPRECIATION FOR
OPTIONS EMPLOYEES IN PRICE OPTION TERM(1)
GRANTED FISCAL ($ PER EXPIRATION ----------------------------
NAME (#) YEAR SHARE) DATE 5% 10%
- -------------- ------- ------------ ------ ---------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Julia B. North 12,500(2) 7.9 $1.000 12/21/08 $ 7,861 $19,922
Richard W. Egan 12,500(3) 7.9 2.876 6/16/08 22,609 57,295
12,500(4) 7.9 1.000 12/21/08 7,861 19,922
E. Anthony Godfrey 12,500(5) 7.9 2.876 6/16/08 22,609 57,295
</TABLE>
- ----------
(1) The dollar amounts under these columns represent the potential
realizable value of each grant of option assuming that the market price
of the Company's Common Stock appreciates in value from the date of
grant at the 5% and 10% annual rates prescribed by the SEC and
therefore are not intended to forecast possible future appreciation, if
any, of the price of the Company's Common Stock.
(2) Option is fully vested.
(3) Options vest as follows: 4,167, 4,167 and 4,166 shares on each of June
16, 1999, 2000 and 2001, respectively.
(4) Options vest as follows: 4,167, 4,167 and 4,166 shares on each of
December 21, 1999, 2000 and 2001, respectively.
(5) Options vest as follows: 4,167, 4167 and 4,166 shares on each of June
16, 1999, 2000 and 2001, respectively. Mr. Godfrey resigned his
positions as Chief Financial Officer and Secretary on January 5, 1999.
Accordingly, options granted to him in 1998 expired without being
exercised.
The following table provides certain information concerning the value
of unexercised options held by the Named Executive Officers under the Company's
Stock Option Plans as of December 31, 1998. No options were exercised by any of
the Named Executive Officers during 1998.
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<PAGE> 7
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED IN-THE-
OPTIONS AT FISCAL YEAR MONEY OPTIONS AT FISCAL
END YEAR END (A)
--- ------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Julia B. North 75,000 50,000 $ -- $ --
Richard W. Egan 4,074 27,168 -- --
E. Anthony Godfrey 22,916 12,500 -- --
</TABLE>
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(a) Dollar values were calculated by determining the difference between the fair
market value of the underlying securities at year-end ($1.00 per share) and the
exercise price of the options.
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<PAGE> 8
ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K/A
(a) 1. Financial Statements.
The following financial statements and accountant's report have been filed as
Item 8 in Part II of this report:
Report of Independent Certified Public Accountants
Report of Independent Public Accountants
Consolidated Balance Sheets as of December 31, 1998 and December 31,
1997
Consolidated Statements of Operations for Years Ended December 31,
1998, 1997 and 1996
Consolidated Statement of Stockholders' Equity for Years Ended December
31, 1998, 1997 and 1996
Consolidated Statements of Cash Flows for Years Ended December 31,
1998, 1997 and 1996
Notes to Consolidated Financial Statements
1. Financial Statement Schedules
The following financial statement schedule of VSI Enterprises, Inc. for
the years ended December 31, 1998, 1997 and 1996 is included pursuant to Item 8:
<TABLE>
<S> <C>
Report of Independent Certified Public Accountants on Schedule II ..................... 48
Report of Independent Certified Public Accountants on Schedule II ..................... 49
Schedule II: Valuation and Qualifying Accounts ........................................ 50
</TABLE>
2. Exhibits.
The following exhibits are filed with or incorporated by reference into this
report. The exhibits which are denominated by an asterisk (*) were previously
filed as a part of, and are hereby incorporated by reference from either (i) the
Post-Effective Amendment No. 1 to the Company's Registration Statement on Form
S-18 (File No. 33-27040-D) (referred to as "S-18 No. 1"), (ii) Post-Effective
Amendment No. 2 to the Company's Registration Statement on Form S-18 (File No.
33-27040-D) (referred to as "S-18 No. 2"), (iii) Post-Effective Amendment No. 3
to the Company's Registration Statement on Form S-18 (File No. 33-27040-D)
(referred to as "S-18 No. 3"); (iv) the Company's Quarterly Report on Form 10-Q
for the quarter ended December 31, 1992 (referred to as "1992 10-Q"); (v) the
Company's Annual Report on Form 10-K for the year ended March 31, 1993 (referred
to as "1993 10-K"); (vi) the Company's Registration Statement Form S-1 (File No.
33-85754) (referred to as "S-1"); (vii) the Company's Annual Report on Form 10-K
for the year ended December 31, 1994 (referred to as "1994 10-K"); (viii) the
Company's Annual Report on Form 10-K for the year ended December 31, 1995
(referred to as "1995 10-K"); (ix) the Company's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1997 (referred to as "1997 10-Q"); (x) the
Company's Annual Report on Form 10-K for the year ended December 31,
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<PAGE> 9
1996 (referred to as "1996 10-K"); (xi) the Company's Form S-8 Registration
Statement (File No. 333-18239), (referred to as "Warrant Plan S-8"), (xii) the
Company's Form S-8 Registration Statement (File No. 333-18237), (referred to as
"Option Plan S-8"), (xiii) the Company's Annual Report on Form 10-K for the year
ended December 31, 1998 (referred to as "1998 10-K"), and (xiv) the Company's
Annual Report on Form 10-K/A (Amendment No. 1) for the year ended December 31,
1998 (referred to as "1998 10-K/A").
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
----------- ----------------------
<S> <C>
*3.1 Certificate of Incorporation, including Certificate of
Stock Designation dated September 25, 1990, and
amendments dated December 26, 1990, August 19, 1991 and
October 17, 1991 (S-18 No. 3, Exhibit 3-1)
*3.2 Amended Bylaws of the Registrant as presently in use
(S-18 No. 1, Exhibit 3.2)
*3.3 Certificate of Amendment to Certificate of Incorporation
filed on February 10, 1993 (1992 10-Q)
*3.6 Certificate of Amendment to Certificate of Incorporation
filed on February 13, 1995 (1994 10-K)
*3.7 Certificate of Amendment to Certificate of Incorporation
filed on September 8, 1995 (1995 10-K)
*3.9 Certificate of Amendment of Certificate of Incorporation
filed on January 13, 1999 (1998 10-K)
*10.3 1991 Stock Option Plan (S-18 No. 2, Exhibit 10.1(a))
*10.3.1 Amendment No. 1 to 1991 Stock Option Plan (1993 10-K)
*10.3.2 Amendment No. 2 to 1991 Stock Option Plan (S-1)
*10.3.3 Amendment No. 3 to 1991 Stock Option Plan (S-1)
*10.3.4 Amendment No. 4 to 1991 Stock Option Plan (Option Plan
S-8, Exhibit 4.5)
*10.3.5 Amendment No. 5 to 1991 Stock Option Plan (1998 10-K)
*10.4 Revolving Credit and Security Agreement dated June 7,
1995 by and between Videoconferencing Systems, Inc.
("VSI") and Fidelity Funding of California, Inc. (1995
10-K)
*10.5 1995 Performance Warrant Plan (Warrant Plan S-8, Exhibit
4.1)
*10.6 Employment Agreement dated August 4, 1997, by and
between the Registrant and Judi North
*10.15 1994 Employee Stock Purchase Plan (1994 10-K)
*10.16 Promissory Note, dated November 18, 1999, issued to
Thomson Kernaghan &
</TABLE>
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<PAGE> 10
<TABLE>
<S> <C>
Co., Ltd. in the principal amount of $900,000 (1998
10-K)
*10.17 Assignment of Security Interest in Patents, dated
November 18, 1999, by and between the Registrant and
Thomson Kernaghan & Co., Ltd. (1998 10-K)
*10.18 Receivable Sale Agreement, dated October 8, 1998, by and
between VSI Network Solutions, Inc. and RFC Capital
Corporation (1998 10-K)
*10.19 Promissory Note Restructuring Agreement, dated as of
April 21, 1999 by and between the Registrant and Thomson
Kernaghan & Co. Ltd. (1998 10-K/A)
*21.1 Subsidiaries of the Registrant (1996 10-K)
23.1 Consent of Grant Thornton LLP (1998 10-K)
23.2 Consent of Arthur Andersen LLP (1998 10-K)
*27.1 Financial Data Schedule (SEC use only) (1998 10-K)
*27.2 Financial Data Schedule - Restated 1997 (SEC use only)
(1998 10-K)
*27.3 Financial Data Schedule - Restated 1996 (SEC use only)
(1998 10-K)
</TABLE>
(b) Reports on Form 8-K.
The following report on Form 8-K was filed during the quarter
ended December 31, 1998: Current Report on Form 8-K dated October 5,
1998 (relating to private placement of term notes and warrants).
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ----------- ----------------------
<S> <C>
23.1 Consent of Grant Thornton LLP
23.2 Consent of Arthur Andersen LLP
</TABLE>
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<PAGE> 11
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this amendment to be signed
on its behalf by the undersigned, thereunto duly authorized.
VSI ENTERPRISES, INC.
By: /s/ Richard E. Harrison
-------------------------------
Richard E. Harrison,
Chief Executive Officer
Date: January 12, 2000
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement
No. 33-44036 on Form S-8 dated November 14, 1991, Registration Statement No.
33-44035 on Form S-8 dated November 14, 1991, Registration Statement No.
33-55094 on Form S-3 dated November 25, 1992, Registration Statement No.
33-56856 on Form S-8 dated January 8, 1993, Registration Statement No. 33-72512
on Form S-8 dated December 3, 1993, Registration Statement No. 33-81314 on Form
S-8 dated July 7, 1994, Registration Statement No. 333-728 on Form S-3 dated
January 30, 1996, Registration Statement No. 33-85754 on Form S-3 dated January
30, 1996 (Post-Effective Amendment No. 1), Registration Statement No. 333-15123
on Form S-3 dated October 30, 1996, Registration Statement No. 333-18237 on Form
S-8 dated December 19, 1996, Registration Statement No. 333-18239 on Form S-8
dated December 19, 1996, Registration Statement No. 333-30597 on Form S-3 dated
June 30, 1997, Registration Statement No. 333-44407 on Form S-3 dated January
14, 1998 and Registration Statement No. 333-48635 on Form S-3 dated March 25,
1998, and Registration Statement No. 333-83035 on Form S-8 dated July 16, 1999,
of our report dated March 5, 1999, relating to the consolidated financial
statements of VSI Enterprises, Inc. and subsidiaries appearing in the Company's
annual report on Form 10-K for the year ended December 31, 1998.
/s/ Grant Thornton LLP
Atlanta, Georgia
January 10, 2000
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
reports dated April 12, 1999, related to the consolidated balance sheet of VSI
Enterprises, Inc. and subsidiaries ("the Company") as of December 31, 1997 and
the related statements of operations, stockholders' equity and cash flows for
the year then ended, included in this Annual Report on Form 10-K/A, into the
Company's previously filed Registration Statements (Files Nos. 33-44036,
33-44035, 33-55094, 33-56856, 33-72512, 33-81314, 333-728, 33-85754, 333-15123,
333-18237, 333-18239, 333-30597, 333-44407, 333-48635 and 333-83035).
/s/ Arthur Andersen LLP
Atlanta, Georgia
January 10, 2000
