================================================================================
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-------------
VIZACOM INC.
(Exact name of registrant as specified in its charter)
Delaware 22-3270045
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3A Oak Road, Fairfield, New Jersey 07004
(Address of Principal Executive Offices) (Zip Code)
VIZACOM INC. 1994 LONG TERM INCENTIVE PLAN
(Full title of the plan)
Mark E. Leininger, President
Vizacom Inc.
3A Oak Road
Fairfield, New Jersey 07004
(Name and address of agent for service)
(973) 808-1992
(Telephone number, including area code, of agent for service)
copy to:
Neil M. Kaufman, Esq.
Kaufman & Moomjian, LLC
50 Charles Lindbergh Boulevard - Suite 206
Mitchel Field, New York 11553
(516) 222-5100
-------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum Amount of
Title of each class of Amount of offering price aggregate registration
securities to be registered be registered per unit (1) offering price (1) fee
<S> <C> <C> <C> <C>
Common Stock, par value $.001 per share
(the "Common Stock"). . . . . . . . . . 5,000,000 (2) $3.875 $19,375,000.00 $5,386.25 (3)
<FN>
(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(c) promulgated under the Securities Act of 1933, as
amended, (the "Securities Act"), based upon a per share last sale price for
the Common Stock on July 14, 1999.
(2) Pursuant to Rule 416, there are also being registered such indeterminable
number of additional shares of Common Stock as may become issuable pursuant
to anti-dilution provisions contained in the Vizacom Inc. 1994 Long Term
Incentive Plan.
(3) An aggregate fee of $4,009.00 was paid upon the filing of the
Corporation's Registration Statement on Form S-8 (Registration No.
333-13059) with respect to the Vizacom Inc. 1994 Long Term Incentive Plan.
</FN>
</TABLE>
================================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I will be
sent or given to employees (as such term is defined in paragraph 1.(a) of
General Instructions A to Form 8-K) as specified by Rule 428(b)(1). Such
documents are not being filed with the Securities and Exchange Commission either
as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. Such documents and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Part II of
this Registration Statement, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
Vizacom Inc. (the "Registrant") hereby incorporates by reference the
documents listed below and any future filings the Registrant will make with the
SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until this
offering has been completed:
1. The Registrant's Annual Report on Form 10-KSB, for the fiscal
year ended December 31, 1998;
2. The Registrant's Quarterly Report on Form 10-QSB, for the
quarter ended March 31, 1999;
3. The Registrant's Current Report on Form 8-K (Date of Report:
June 8, 1999);
4. The Registrant's Current Report on Form 8-K (Date of Report:
July 1, 1999); and
5. The description of the Common Stock contained in the
Registrant's Registration Statement on Form 8-A, declared
effective on December 6, 1995, including any amendment(s) or
report(s) filed for the purpose of updating such description.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
The validity of the Common Stock offered hereby will be passed upon
for the Registrant by Kaufman & Moomjian, LLC ("K&M"), Mitchel Field, New York.
Neil M. Kaufman, Esq., a director of the Registrant and a member of K&M, owns
56,737 shares of Common Stock and options to purchase 180,000 shares of Common
Stock, including options to purchase 142,917 shares granted under the 1994 Long
Term Incentive Plan. In addition, another member of K&M owns 12,500 shares of
Common Stock and options to purchase 25,000 shares of Common Stock.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Under the provisions of the Certificate of Incorporation and By-Laws
of the Registrant, each person who is or was a director or officer of Registrant
shall be indemnified by the Registrant as of right to the full extent permitted
or authorized by the General Corporation Law of Delaware. Under such law, to the
extent that such
-2-
<PAGE>
person is successful on the merits of defense of a suit or proceeding brought
against such person by reason of the fact that such person is a director or
officer of the Registrant, such person shall be indemnified against expenses
(including attorneys' fees) reasonably incurred in connection with such action.
If unsuccessful in defense of a third-party civil suit or a criminal suit is
settled, such a person shall be indemnified under such law against both (1)
expenses (including attorneys' fees) and (2) judgments, fines and amounts paid
in settlement if such person acted in good faith and in a manner such person
reasonably believed to be in, or not opposed to, the best interests of the
Registrant, and with respect to any criminal action, had no reasonable cause to
believe such person's conduct was unlawful. If unsuccessful in defense of a suit
brought by or in the right of the Registrant, or if such suit is settled, such
a person shall be indemnified under such law only against expenses (including
attorneys' fees) incurred in the defense or settlement of such suit if such
person acted in good faith and in a manner such person reasonably believed to be
in, or not opposed to, the best interests of the Registrant except that if such
a person is adjudicated to be liable in such suit for negligence or misconduct
in the performance of such person's duty to the Registrant, such person cannot
be made whole even for expenses unless the court determines that such person is
fairly and reasonably entitled to be indemnified for such expenses.
The officers and directors of the Registrant are covered by officers'
and directors' liability insurance. The policy coverage is $3,000,000, which
includes reimbursement for costs and fees. There is a maximum aggregate
deductible for each loss under the policy of $200,000. The Registrant has
entered into Indemnification Agreements with each of its executive officers and
directors. The Agreements provide for reimbursement for all direct and indirect
costs of any type or nature whatsoever (including attorneys' fees and related
disbursements) actually and reasonably incurred in connection with either the
investigation, defense or appeal of a Proceeding, as defined, including amounts
paid in settlement by or on behalf of an Indemnitee, as defined.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
--------
Number Description
- ------ -----------
4 Vizacom Inc. 1994 Long Term Incentive Plan, as amended to date.
(Incorporated by reference to Exhibit 10.3 to the Company's Current
Report on Form 8-K (Date of Report: July 1, 1999) (Commission File
Number: 1-14076), filed with the Commission on July 15, 1999.)
5 Opinion and consent of Kaufman & Moomjian, LLC.
23.1 Consent of Kaufman & Moomjian, LLC (included in their opinion filed
as Exhibit 5).
23.2 Consent of Ernst & Young.
23.3 Consent of Richard A. Eisner & Company, LLP.
24 Powers of Attorney (set forth on the Signatures page to this
Registration Statement).
Item 9. Undertakings.
------------
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Securities Act") may be permitted to directors,
officers and controlling persons of the Registrant pursuant to any of the
provisions described under Item 6 above, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission (the
"Commission") such indemnification is against public policy as expressed in the
Securities 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
-3-
<PAGE>
question of whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
The Registrant hereby undertakes that it will:
(1) File, during any period in which it offers or sells securities,
a post-effective amendment to this registration statement to:
(a) include any prospectus required by Section 10(a)(3) of
the Securities Act;
(b) reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or most
recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
notwithstanding the forgoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in the volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement; and
(c) 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;
provided, however, the undertakings set forth in clauses (1)(a) and
(1)(b) above shall not apply if the information required to be
included in a post-effective amendment by such clauses is contained
in periodic reports filed with or furnished to the Commission by
the Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), that are
incorporated by reference in the Registration Statement.
(2) For determining any liability under the Securities Act, treat
each post-effective amendment as a new registration statement of
the securities offered, and the offering of the securities at that
time to be the initial bona fide offering; and
(3) File a post-effective amendment to remove from registration any
of the securities that remain unsold at the termination of the
offering.
The Registrant hereby further undertakes that, for purposes of
determining liability under the Securities Act, each of the Registrant's annual
report pursuant to section 13(a) or section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Exchange Act) 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 that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act 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
Securities 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 Securities
Act and will be governed by the final adjudication of such issue.
-4-
<PAGE>
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
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 Fairfield, New Jersey on the 14th day of July, 1999.
VIZACOM INC.
By: /s/ Mark E. Leininger
-----------------------------------
Mark E. Leininger
President and Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on July 14, 1999 by the following
persons in the capacities indicated. Each person whose signature appears below
constitutes and appoints Mark E. Leininger with full power of substitution,
his/her true and lawful attorney-in-fact and agent to do any and all acts and
things in his/her name and on his/her behalf in his/her capacities indicated
below which he may deem necessary or advisable to enable Vizacom Inc. to comply
with the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission, in connection with this
Registration Statement including specifically, but not limited to, power and
authority to sign for him/her in his/her name in the capacities stated below,
any and all amendments (including post-effective amendments) thereto, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in such
connection, as fully to all intents and purposes as we might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue thereof.
/s/ Mark E. Leininger
- ---------------------------------- President, Chief Executive Officer and
Mark E. Leininger Director (Principal Executive Officer)
/s/ Alan W. Schoenbart
- ---------------------------------- Vice President - Finance, Chief
Alan W. Schoenbart Financial Officer (Principal Accounting
and Financial Officer)
/s/ Marc E. Jaffe
- ---------------------------------- Chairman of the Board, Secretary and
Marc E. Jaffe Director
/s/ Norman W. Alexander
- ---------------------------------- Director
Norman W. Alexander
- ---------------------------------- Director
Werner G. Haase
/s/ Neil M. Kaufman
- ---------------------------------- Director
Neil M. Kaufman
-5-
<PAGE>
VIZACOM INC.
FORM S-8 REGISTRATION STATEMENT
EXHIBIT INDEX
Number Description
- ------ -----------
4 Vizacom Inc. 1994 Long Term Incentive Plan, as amended to date.
(Incorporated by reference to Exhibit 10.3 to the Company's Current
Report on Form 8-K (Date of Report: July 1, 1999) (Commission File
Number: 1-14076), filed with the Commission on July 15, 1999.)
5 Opinion and consent of Kaufman & Moomjian, LLC.
23.1 Consent of Kaufman & Moomjian, LLC (included in their opinion filed as
Exhibit 5).
23.2 Consent of Ernst & Young.
23.3 Consent of Richard A. Eisner & Company, LLP.
24 Powers of Attorney (set forth on the Signatures page to this
Registration Statement).
-6-
KAUFMAN & MOOMJIAN, LLC
50 Charles Lindbergh Boulevard
Suite 206
Mitchel Field, New York 11553
July 15, 1999
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
Re: Vizacom Inc.
Registration Statement on Form S-8
----------------------------------
Dear Sirs/Madams:
We have acted as counsel for Vizacom Inc. (formerly known as Software
Publishing Corporation Holdings, Inc.), a Delaware corporation (the "Company"),
in connection with the registration under the Securities Act of 1933, as
amended, of 5,000,000 shares (the "Shares") of the common stock, par value $.001
per share (the "Common Stock"), of the Company, available for award under the
Company's 1994 Long Term Incentive Plan (the "Plan").
As counsel for the Company, we have examined the Company's corporate
records, including its Certificate of Incorporation, as amended to date,
By-Laws, as amended to date, its corporate minutes, the form of the stock
certificate representing shares of Common Stock, the Plan, as amended to date,
and such other documents as we have deemed necessary or relevant under the
circumstances.
Based upon our examination, we are of the opinion that the Shares,
when duly issued pursuant to, and in accordance with, the Plan, will be duly
authorized, legally issued, fully paid and nonassessable.
We hereby consent to be named in the Company's Registration Statement
on Form S-3 (the "Registration Statement") with respect to the Shares as counsel
of the Corporation, and we hereby consent to the filing of this opinion as
Exhibit 5 to the Registration Statement.
Very truly yours,
KAUFMAN & MOOMJIAN, LLC
By: /s/ Neil M. Kaufman
---------------------------------
Neil M. Kaufman, Member
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) of Vizacom Inc. (formerly known as Software Publishing Corporation
Holdings, Inc.) (the "Company"), with respect to the Company's 1994 Long Term
Incentive Plan, of our report dated April 1, 1999, with respect to the financial
statements of Serif (Europe) Limited included in the Annual Report (Form 10-KSB)
of the Company for the year ended December 31, 1998 filed with the Securities
and Exchange Commission.
/s/ Ernst & Young
ERNST & YOUNG
Registered Auditor
Nottingham, England
July 15, 1999
Exhibit 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the use of our report on our audit of the consolidated
financial statements of Vizacom Inc. (formerly known as Software Publishing
Corporation Holdings, Inc.) as of and for the year ended December 31, 1998
included in the Company's annual report on Form 10-KSB incorporated herein by
reference.
Our report, dated April 8, 1999, which was based in part upon the report of
other independent auditors, contains an emphasis paragraph regarding a federal
income tax contingency.
/s/ Richard A. Eisner & Company, LLP
New York, New York
July 15, 1999
