PROSPECTUS SUPPLEMENT
To Prospectus dated August 28, 1997
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9,785,550 SHARES
VIDEO SERVICES CORPORATION
(FORMERLY, INTERNATIONAL POST LIMITED)
COMMON STOCK
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This Prospectus Supplement relates to the offer and sale by the holders
thereof (the "Selling Stockholders") of an aggregate of 9,785,550 shares of
common stock, par value $.01 per share (the "Common Stock"), of Video Services
Corporation, formerly known as International Post Limited (the "Company").
This Prospectus Supplement supplements and amends the names of the
Selling Stockholders contained on page 50 under the caption "Selling
Stockholders" in the Prospectus.
SEE "RISKS FACTORS" ON PAGE 8 OF THE ROSPECTUS FOR A DISCUSSION OF
CERTAIN MATTERS THAT SHOULD BE CONSIDERED BY POTENTIAL INVESTORS.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus Supplement is June 23, 2000
Page 1 of 3
<PAGE>
The following information updates and replaces in its entirety the
information contained under the caption "Selling Stockholders" on page 50 of the
Prospectus.
SELLING STOCKHOLDERS
The following securities are covered by this Prospectus:
1. The resale by Louis H. Siracusano of up to 3,024,382 Shares
acquired in connection with the Merger.
2. The resale by Arnold P. Ferolito of up to 3,349,382 Shares
acquired in connection with the Merger.
3. The resale by Donald H. Buck of up to 524,681 Shares acquired in
connection with the Merger.
4. The resale of ELAS of up to 828,347 Shares that were acquired
when ELAS and EDFF foreclosed on a total of 2,562,105 shares of
Common Stock (the "Foreclosure") which were pledged as collateral
security for certain loans by them to MTE Holdings, Inc.
("Holdings").
5. The resale by EDFF of up to 1,633,758 shares that were acquired
in connection with the Foreclosure.
6. The resale by The Sano Foundation of up to 325,000 Shares which
were donated to The Sano Foundation by Louis H. Siracusano.
The Shares offered hereby are being sold by the Selling Stockholders.
The table below sets forth, as of the date hereof and as adjusted to reflect the
sale of the Shares, certain information regarding the ownership of the Common
Stock by the Selling Stockholders. Except as otherwise indicated, the number of
share of Common Stock reflected in the table below has been determined in
accordance with Rule 13d-3 promulgated under the Exchange Act. Under such Rule,
each Selling Stockholder is deemed to beneficially own the number of shares of
Common Stock issuable upon, among other things, the exercise of options, if such
options are exercisable within sixty days. Where less than all shares of Common
Stock beneficially owned by a Selling Stockholder are being registered for sale,
the remaining shares of Common Stock, or a portion of them, may already be
registered for sale or otherwise freely tradable.
<TABLE>
BENEFICIAL OWNERSHIP
OF COMMON STOCK
PRIOR TO OFFERING
<S> <C> <C> <C> <C>
NUMBER OF SHARES
TO BE
SOLD IN
OFFERING
STOCKHOLDERS NUMBER PERCENT
Louis H. Siracusano................. 2,827,392(1) 21.24% 2,823,892
Arnold P. Ferolito.................. 3,050,382(1) 22.92% 3,049,382
Donald H. Buck...................... 523,681(1) 3.93% 522,681
The Equitable Life Assurance
Society of
the United States.............. 819,999 6.16% 819,999
Equitable Deal Flow Fund, L.P. 1,443,082 10.84% 1,443,082
The Sano Foundation 325,000 2.44% 325,000
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</TABLE>
(1) The estate of Mr. Barnathan has an option to purchase 17,052; 17,052 and
896 of Messrs. Siracusano's, Ferolito's and Buck's shares, respectively.
Mr. Irwin also received, at the Effective Time, an option to purchase
36,540; 36,540 and 1,920 of Messrs. Siracusano's, Ferolito's and Buck's
shares, respectively. See "The Merger Resale Restrictions" and
"--Interests of Certain Persons in the Merger."
Louis H. Siracusano is President and Chief Executive Officer of the
Company. Mr. Siracusano was elected a director of IPL in October 1993 and had
been a member of the partnership committee of MTE Co. from July 1992 to February
1994, when it dissolved upon consummation of IPL's initial public offering. He
served as the Chairman, Chief Executive Officer and a director of Video from
1986 and President from 1989 to the Effective Time. Mr. Siracusano also served
as President of Audio Plus Video from July 1989 to February 1994, at which time
it was acquired by IPL from Video. Mr. Siracusano was a founder of Video and has
served in various capacities with Video since its formation. Mr. Siracusano was
a principal stockholder of Video.
Arnold P. Ferolito was a principal stockholder of Video and, prior to the
Merger, was the Executive Vice President of Video.
Donald H. Buck is an Executive Vice President of the Company. Prior to the
Merger, Mr. Buck a Senior Vice President of Video from August 1987, the
President of Atlantic Satellite (a former Video subsidiary) from April 1993.
Louis H. Siracusano, together with his wife and son, are the trustees of
The Sano Foundation.
